{"id":42215,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/definitive-agreement-sbc-operations-inc-and-concentric-network.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"definitive-agreement-sbc-operations-inc-and-concentric-network","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/definitive-agreement-sbc-operations-inc-and-concentric-network.html","title":{"rendered":"Definitive Agreement &#8211; SBC Operations Inc. and Concentric Network Corp."},"content":{"rendered":"<pre> \n                              DEFINITIVE AGREEMENT\n\n                                    BETWEEN\n\n                              SBC OPERATIONS INC.\n\n                                      AND\n\n                         CONCENTRIC NETWORK CORPORATION\n\n\n\n\n\n\n\n\n                            PROPRIETARY INFORMATION\n\nThe Information contained herein is for the use of SBC Operations, Inc. (and its\n  Affiliated Companies) and Concentric Network Corporation only and is not for\n                   disclosure without prior written approval.\n\n                                      -1-\n\n \nPART I - DEAL TERMS ......................................  8\n-------------------\n\n  1.  SCOPE AND STRUCTURE OF RELATIONSHIP.................  8\n\n  2.  DEFINITIONS.........................................  8\n\n  3.  PRODUCT SPECIFICATION AND PLANNING..................  8\n\n      3.1  SBC Acceptance of Products.....................  8\n      3.2  Damages for delay..............................  9\n\n  4.  NEW PRODUCTS AND SERVICES...........................  9\n\n      4.1  New Products Committee......................... 10\n      4.3  Upgrades....................................... 10\n\n  6.  USE OF SBC TRANSPORT................................ 10\n\n  7.  NATURE OF THE RELATIONSHIP.......................... 10\n\n      7.2  Non-Exclusive Relationship..................... 11\n\n  8.  PRICING AND PRICE PROTECTION........................ 11\n\n      8.1  Systems and Billing............................ 11\n      8.2  [*]............................................ 13\n\n  9.  REPORTING........................................... 13\n\n 10.  CHANNEL SYNERGIES AND CONFLICT...................... 13\n\n      10.1  Channel Plan.................................. 14\n      10.2  RFP Responses................................. 14\n      10.3  Employee Conduct.............................. 14\n\n [*]...................................................... 14\n\n 12.  FORECASTING AND FUTURE NETWORK COVERAGE............. 14\n\n 13.  BRANDING............................................ 15\n\n [*]...................................................... 15\n\n 15.  CUSTOMER CARE\/TECH SUPPORT.......................... 15\n\n 16.  SALES TRAINING...................................... 15\n\n 17.  TERM OF AGREEMENT................................... 15\n\n 18.  TERMINATION......................................... 15\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n \n\n                                      -2-\n\n \n      18.1  Termination at End of Term.................... 15\n      18.2  Termination For Convenience................... 16\n      18.3  Termination for Cause......................... 16\n      18.4  Termination evolving from Regulatory\n            Contingencies................................. 17\n\n 19.  CUSTOMER TRANSITION PROVISIONS...................... 17\n\n      19.1  Customer Transition Plan...................... 17\n      19.2  Customer Migration............................ 17\n\n 20.  STEERING COMMITTEE AND STRATEGIC RELATIONSHIP....... 17\n\n      20.1  Steering Committee............................ 17\n      20.2  Additional Areas for Cooperation.............. 17\n      20.3  Technology Committee.......................... 17\n\n 21.  NETWORK OPERATIONS.................................. 18\n\n 22.  PUBLICITY........................................... 18\n\nPART II - STANDARD TERMS AND CONDITIONS................... 18\n---------------------------------------\n\n  1.  DEFINITIONS......................................... 18\n\n  2.  BENEFIT OF AGREEMENT EXTENDING TO SBC AFFILIATES.... 21\n\n  3.  NO INTERLATA  ACTIVITIES BY SBC..................... 21\n\n  4.  REPRESENTATIONS AND WARRANTIES...................... 22\n\n      4.1  Authorization.................................. 22\n      4.2  Compliance with Specifications................. 22\n      4.3  Year 2000...................................... 22\n      4.4  Warranty Limits................................ 23\n\n  5.  LIABILITY LIMITS.................................... 23\n\n  6.  INDEMNIFICATION AND INFRINGEMENT.................... 23\n\n      6.1  Infringement................................... 23\n      6.2  Indemnification................................ 25\n\n  7.  INSURANCE........................................... 26\n\n  8.  CUSTOMER INFORMATION................................ 27\n\n  9.  NON-SOLICITATION OF SBC CUSTOMERS................... 28\n\n 10.  INTELLECTUAL PROPERTY RIGHTS........................ 28\n\n      10.1  CNC Software.................................. 28\n      10.2  SBC Software.................................. 29\n      10.3  Trademarks.................................... 29\n\n\n                           PROPRIETARY INFORMATION\n    The Information contained herein is for the use of SBC Operations Inc. \n    (and its Affiliates Companies) and Concentric Network Corporation only\n           and is not for disclosure without prior written approval.\n\n                                      -3-\n\n \n      10.4  New Developments.............................. 30\n      10.5  General....................................... 31\n\n 11.  CONFIDENTIAL INFORMATION............................ 32\n\n      11.1  SBC's Information............................. 32\n      11.2  CNC's Information............................. 32\n\n 13.  RECORDS AND AUDITS.................................. 33\n\n 14.  CURE................................................ 34\n\n 15.  DISPUTE ESCALATION.................................. 34\n\n 16.  ARBITRATION......................................... 34\n\n 17.  GOVERNING LAW....................................... 35\n\n 18.  RELATIONSHIP OF PARTIES............................. 35\n\n 19.  REMEDIES............................................ 35\n\n 20.  AMENDMENT AND WAIVER................................ 35\n\n 21.  RELEASES VOID....................................... 36\n\n 22.  FORCE MAJEURE....................................... 36\n\n 23.  ASSIGNMENT.......................................... 37\n\n 24.  CONFLICT OF INTEREST................................ 37\n\n 25.  LIENS PROHIBITED.................................... 38\n\n 26.  SEVERABILITY........................................ 38\n\n 27.  SURVIVAL............................................ 38\n\n 28.  COMPLIANCE WITH LAWS\/REGULATORY CONTINGENCY......... 38\n\n      28.1  Compliance With Laws.......................... 38\n      28.2  Regulatory Contingency........................ 39\n\n 29.  TAXES............................................... 39\n\n 30.  ACCESS TO PREMISES.................................. 40\n\n 31.  USE OF SBC SYSTEMS.................................. 41\n\n 32.  WORK DONE BY OTHERS................................. 41\n\n\n                           PROPRIETARY INFORMATION\n    The Information contained herein is for the use of SBC Operations Inc. \n    (and its Affiliates Companies) and Concentric Network Corporation only\n          and is not for disclosure without prior written approval.\n\n                                      -4-\n\n \n 33.  SECURITY............................................ 41\n\n 34.  INSPECTIONS......................................... 41\n\n 35.  INDEPENDENT CONTRACTOR\/ SBC AGENT................... 42\n\n 36.  DIVERSION OF EMPLOYMENT............................. 43\n\n 37.  UNIVERSAL DESIGN.................................... 43\n\n 38.  HEADINGS............................................ 43\n\n 39.  NOTICES............................................. 44\n\n 40.  ENTIRE AGREEMENT\/RELATIONSHIP AMONG DOCUMENTS....... 44\n\n 41.  SIGNATURES.......................................... 47\n\nATTACHMENTS............................................... 47\n-----------\n\n 1.  MARKETING SERVICE DESCRIPTION........................ 47\n\n 2.  TECHNICAL SERVICE DESCRIPTION........................ 47\n\n 3.  DEPLOYMENT AND DELIVERY.............................. 47\n\n 4.  USE OF SBC TRANSPORT................................. 47\n\n 5.  CNC'S EXISTING STRATEGIC RELATIONSHIPS............... 47\n\n 6.  BILLING.............................................. 47\n\n 7.  SYSTEMS.............................................. 47\n\n 8.  PRICING.............................................. 47\n\n 9.  PERFORMANCE COMMITMENTS AND REPORTS.................. 47\n\n10.  SALES CHANNEL CONFLICTS.............................. 47\n\n11.  FORECASTING.......................................... 47\n\n12.  BRANDING............................................. 47\n\n13.  CUSTOMER CARE AND TECHNICAL SUPPORT.................. 47\n\n14.  SALES TRAINING AND SUPPORT........................... 47\n\n\n                           PROPRIETARY INFORMATION\n    The Information contained herein is for the use of SBC Operations Inc. \n    (and its Affiliates Companies) and Concentric Network Corporation only\n           and is not for disclosure without prior written approval.\n\n                                      -5-\n\n \n15.  NETWORK MANAGEMENT AND MONITORING.................... 47\n\n16.  PROVISIONING......................................... 47\n\n17.  SERVICE LEVEL AGREEMENTS............................. 47\n\n18.  WHOLESALE DIAL ACCESS................................ 47\n\n19.  EXECUTIVE ORDERS AND ASSOCIATED REGULATIONS.......... 47\n\n20.  CONSULTING SERVICES.................................. 47\n\n21.  ACCEPTANCE TEST PLAN AND PROCEDURES.................. 47\n\n\n                           PROPRIETARY INFORMATION\n    The Information contained herein is for the use of SBC Operations Inc. \n    (and its Affiliates Companies) and Concentric Network Corporation only\n           and is not for disclosure without prior written approval.\n\n                                      -6-\n\n \nThis Definitive Agreement (\"Agreement\"), effective as of April 1, 1999  (the\n\"Effective Date\"), is made between SBC Operations Inc., a Delaware corporation,\n(herein referred to as \"SBC\") with offices located at 175 East Houston Street,\nSan Antonio, TX 78215 and Concentric Network Corporation (\"CNC\"), a Delaware\ncorporation, with offices located at 1400 Parkmoor Avenue, San Jose, CA  95126.\nFor the purpose of this Agreement, SBC and CNC are each a \"Party\" and\ncollectively, the \"Parties.\"\n\nThis Agreement is made with reference to the following facts, which form the\nbasis for this Agreement:\n\nA.  SBC is one of a group of companies affiliated which share the parent company\nSBC Communications, Inc. providing telecommunications and network services to\nindividual and business end-users worldwide.  Affiliates of SBC offer internet\naccess and network services on a IntraLATA basis (hereinafter defined).\n\nB.  CNC is a network and Internet service provider offering IntraLATA and\nInterLATA (hereinafter defined) services, with particular emphasis on Virtual\nPrivate Network (\"VPN\") and similar services offered to small and medium sized\nbusiness customers.\n\nC.  The Parties previously have entered into the Trial Agreement dated October\n19, 1998 pursuant to which the Parties are operating a trial of certain\ncooperatively offered products and services, the Stock Purchase Agreement dated\nOctober 19, 1998 pursuant to which SBC has acquired a certain percentage of\nCNC's stock, and the Web Hosting General Agreement dated October 9, 1998\n(\"Hosting GA\") pursuant to which CNC is providing web hosting services to SBC,\nits affiliates and customers.  The Parties also have had discussions regarding a\nbroader strategic relationship.\n\nD.  The Parties wish to formalize their previous discussions regarding a\nstrategic relationship pursuant to which SBC will purchase certain IntraLATA\nproducts and services from CNC, and make such IntraLATA products and services\navailable to end user customers of SBC. The products and services delivered to\nSBC's customers through this strategic relationship are intended to be\ncompetitive offerings, achieved through successful planning, implementation and\nimprovement of technology, business processes, and strategic deployment of the\nParties' integrated products and services, with the goal of enhancing\ncompetition and offering end user customers compelling, quality products and\nservices in a highly competitive, rapidly evolving marketplace.  In addition,\nthe Parties wish to set forth in this Agreement (including the attachments and\nschedules attached hereto) all the terms and conditions governing the strategic\nrelationship between them.\n\nNOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -7-\n\n \nPART I - DEAL TERMS\n-------------------\n\n\n1.  SCOPE AND STRUCTURE OF RELATIONSHIP\n\nCNC hereby agrees to provide SBC with the Products and Services described in\nATTACHMENT 1, Marketing Service Description, on the terms and conditions set\nforth herein. In addition, CNC agrees to make available to SBC for resale to end\nusers all enhancements and upgrades to Products and Services, as well as new\nproducts and services which are related or complementary to the Products and\nServices, as set forth in Part I, Section 4 below.\n\n2.   DEFINITIONS\n\nAll capitalized terms not otherwise defined will have the meaning set forth in\nPart II, Section 1, Definitions.\n\n3.  PRODUCT SPECIFICATION AND PLANNING\n\nAll Products and Services to be delivered by CNC hereunder will conform in all\nmaterial respects to the descriptions and specifications set forth in ATTACHMENT\n2, Technical Service Description, as such Attachment 2, Technical Service\nDescription or other applicable attachments, may be modified from time to time\nby the express written agreement of the Parties.  CNC will provide electronic\nand hard copies of all descriptions of the Products and Services and their\nfunctionality, including all sales and technical materials prepared by CNC,\nsubject to the licensing requirements herein, including third party obligations.\nSBC will have access to these Service descriptions and sales material and\nauthority to adapt, brand and publish them for use with its sales force and\nother SBC personnel and SBC customers.\n\n     3.1  SBC Acceptance of Products\n\n     CNC will deliver new Products and Services, as well as upgrades to Products\n     and Services in accordance with ATTACHMENT 2, Technical Service Description\n     or other applicable attachments, on or before the initial launch, new\n     product or  upgrade  dates set forth in ATTACHMENT 3, Deployment and\n     Delivery. A Product or Service or upgrade will be deemed delivered when SBC\n     reasonably determines that the performance and reliability of such Product\n     or Service conforms in all material respects to the descriptions and\n     specifications set forth in ATTACHMENT 2, Technical Service Description, or\n     other applicable attachments. Failure by SBC to respond or test the product\n     within thirty (30) \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -8-\n\n \n     days from the date the Product or Service is delivered to SBC for testing,\n     will relieve CNC from Damages for Delay. Notwithstanding any implication to\n     the contrary, if after SBC accepts a Product or Service and it does not\n     perform to its required specifications, CNC will bring such Product or\n     Service into compliance as specified by the warranty provisions of this\n     Agreement without cost to SBC. If, prior to acceptance by SBC, any of the\n     Products or Services are found conform in all material respects with\n     ATTACHMENT 2, Technical Service Description, SBC may require CNC to\n     correct, at CNC's sole expense, any problems and otherwise ensure that the\n     applicable Product or Service conforms in all material respects to\n     ATTACHMENT 2, Technical Service Description, and damages for delay, as set\n     forth in Part I, Section 3.2, Damages for Delay, will apply until\n     acceptance by SBC.\n\n     3.2  Damages for delay\n\n     CNC understands that the achievement of the dates for development,\n     delivery and launch of Products and Services  is critical for SBC's plans\n     to provide Products and Services to its customers as rapidly as possible\n     and for the success of the Parties' relationship.  CNC agrees to take all\n     commercially reasonable actions to ensure that the planned delivery\n     schedules are met for launch by SBC of the Products and Services set forth\n     on ATTACHMENT 3, Deployment and Delivery.  Because it may be difficult to\n     quantify the consequences of a failure to meet mutually agreed upon launch\n     dates, the Parties agree to the penalties set forth on ATTACHMENT 3,\n     Deployment and Delivery, for delays in commercial availability of Products\n     and Services, where the delay has not been caused by SBC or its agents\n     failing to timely perform its or their obligations expressly set forth\n     under ATTACHMENT 2, Technical Service Description, or other applicable\n     attachments.\n\n4.  NEW PRODUCTS AND SERVICES\n\nIt is the intention of the Parties mutually to benefit from the relationship\nestablished by this Agreement by giving SBC advance notice of, and the\nopportunity to offer comments on, and potentially participate in the development\nof, enhancements and upgrades to the Products and Services covered hereunder\n(collectively \"Upgrades\") as well as new products and services related to or\ncomplementary to the Products and Services hereunder, including without\nlimitation Virtual Private Network products and services (collectively \"New\nProducts\").\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -9-\n\n \n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n\n\n     4.1  New Products Committee\n\n     The Parties will establish a New Products Committee, composed of\n     representatives from both CNC and SBC. The New Products Committee will meet\n     from time to time as the Parties determine, but no less frequently than\n     quarterly during the term of this Agreement. The purpose of the New\n     Products Committee will be for CNC to keep SBC apprised of potential\n     Upgrades and New Products, and for SBC to offer comments and suggestions\n     with respect to product development. If the Parties mutually agree, SBC may\n     participate in financing or developing Upgrades or New Products, but such\n     participation shall take place only pursuant to a fully executed Statement\n     of Work pursuant to Attachment 20, Consulting Services or other written\n     agreement of the Parties, addressing ownership of the developed\n     intellectual property and other material issues.\n\n     [*]\n\n     4.3  Upgrades\n\n     CNC agrees to make available to SBC for resale to end users all Upgrades,\n     including without limitation upgraded or improved SLA's applicable to\n     Products and Services, as soon as practicable, but no later than such\n     upgrades are made available to any third party or offered to end users by\n     CNC. Upgrades to any Product or Service will, when made available pursuant\n     to the previous sentence and accepted by SBC pursuant to mutually approved\n     criteria, be considered Products and Services hereunder.\n\n[*]\n\n6.  USE OF SBC TRANSPORT\n\nProducts and Services offered hereunder will incorporate transport components\n(e.g., T1 and other high speed access lines, frame relay, and local access\ntransport components) provided by Affiliates of SBC, as set forth in more detail\nin, and subject to the conditions contained in, ATTACHMENT 4, or [*]\n\n7  NATURE OF THE RELATIONSHIP\n\n     [*]\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -10-\n\n \n     7.2  Non-Exclusive Relationship\n\n     Except as set forth in Section 7.1 above, the relationship created by this\n     Agreement is non-exclusive, and nothing contained herein will be deemed to\n     restrict either Party from quoting, offering to sell or selling products or\n     services to or acquiring products or services from others, entering into\n     agreements with other entities for the provision of products and services.\n     Furthermore, nothing in this Agreement will be deemed to restrict the\n     prices at which any service may be offered or sold outside of this\n     Agreement, or affect or influence in any way CNC's provision of InterLATA\n     Products and Services.\n\n\n8.  PRICING AND PRICE PROTECTION\n\n     8.1  Systems and Billing\n\n     (a)  SBC is responsible for billing and collection of payment for all\n          Products and Services, as specified in ATTACHMENTS 6 Billing and 7\n          Systems.  CNC will provide SBC with billing information for Products\n          and Services to allow SBC to accurately bill Customers.  CNC will\n          invoice SBC for SBC Products and Services CNC provides directly to\n          SBC.  CNC will provide customer invoice data to SBC for InterLATA\n          Products and Services received. In connection with the billing of\n          Customers, CNC agrees to comply with any rules, regulations, terms and\n          conditions to which SBC may be subject, due to regulatory\n          considerations.\n\n     (b)  CNC will render an invoice in duplicate on a monthly basis, for all\n          Products and Services purchased by SBC hereunder and will\n          simultaneously provide SBC with all information necessary to allow SBC\n          to bill on behalf of CNC with respect to all InterLATA Services. The\n          invoice will conform in all respects to the requirements specified in\n          ATTACHMENTS 6, Billing and 7, Systems, and will comply with any legal\n          or regulatory requirements of which SBC notifies CNC from time to\n          time.  SBC will pay CNC within sixty (60) days of the date of such\n          invoices.\n\n     (c)  CNC acknowledges that it is vital to SBC's relationship with end user\n          customers that invoices to such customers be presented on a timely\n          basis, in order to minimize customer inquiries and associated costs.\n          Accordingly, CNC will use its best efforts to supply SBC with invoices\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -11-\n\n \n          within 30 days after delivery of products and Services.  SBC will have\n          no obligation to pay untimely invoices which are defined, for the\n          purpose of this Section 8.1(C) as: (I) usage invoices received by SBC\n          more than thirty (30) days after such usage is incurred and (ii)\n          monthly recurring and non-recurring charge invoices received more than\n          one hundred twenty (120) days after the delivery of Products or\n          Services.  Provided, however, that if SBC in fact receives payment\n          from end users on account of any such untimely CNC invoices, SBC will\n          make payment to CNC of the corresponding amounts otherwise due to CNC\n          hereunder.  If SBC disputes any invoice rendered or amount paid, SBC\n          will so notify CNC and the Parties will use their best efforts to\n          resolve such dispute expeditiously.  Notwithstanding the foregoing,\n          the expectation is that all upgrades and changes to a Customer's\n          Products or Services resulting in changes to recurring and non-\n          recurring charges will be made by the Customer through SBC, so that\n          SBC has adequate information to accurately bill such upgrades and\n          changes, as specified in Attachment 6, Billing.\n\n     (d)  All amounts payable to CNC hereunder, with respect to any InterLATA\n          products and services as to which SBC bills end users on behalf of\n          CNC, will be reduced by any bad debts and amounts uncollectible from\n          end users.  SBC will bear the risk of all bad debts and uncollectible\n          amounts in connection with IntraLATA Products and Services; provided,\n          however, that the Parties will take the following steps to reduce the\n          severity of customer complaints and associated churn and uncollectible\n          amounts:\n\n          (i)   From time to time and on a case by case basis, the Parties will\n                cooperate in good faith to accommodate Customer complaints,\n                including by means of credits and discounts, to the extent\n                reasonable and necessary to maintain Customer satisfaction and\n                reduce Customer terminations.\n\n          (ii)  Without limiting subsection (I) above, from time to time and on\n                a case by case basis, the Parties will adjust the Product and\n                Service installation date for Customer billing purposes, if\n                delays in installation for such Customer are attributable to\n                CNC.\n\n          (iii) The Parties will cooperate in good faith to develop an\n                equitable plan for billing start dates and allocations for\n                Customers with multiple sites.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -12-\n\n \n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n\n          (iv)  The Parties will cooperate in good faith to develop procedures\n                to implement subsections (i) and (ii), including establishing a\n                single point of contact, escalation procedures, and regular\n                reviews of customer feedback\n\n     (e)  All claims for moneys due from SBC will be subject to deduction by SBC\n          for any credit due from CNC.  Notwithstanding the foregoing sentence,\n          if credits have arisen under another contract between the Parties, the\n          credits may be applied to this Agreement only if purchases under such\n          other contract have ended, either as a result of expiration or\n          termination of such contract.  Any amount due SBC that is not so\n          applied against CNC's invoices for any reason will be paid to SBC by\n          CNC within forty-five  (45) days after demand by SBC.\n\n     8.2  [*]\n\n          (e)  The Parties will establish single points of contact for pricing\n               related issues and an escalation procedure for resolving pricing\n               disputes.\n\n          (f)  Notwithstanding anything to the contrary herein, including the\n               foregoing Sections, nothing in this Section 7.2, will apply to\n               the provision of InterLATA services by CNC. SBC will have no\n               authority over any InterLATA transport charges to Customers, all\n               of which will be established solely by CNC.\n\n          [*]\n\n9.  REPORTING\n\nThe Parties have defined reports which will be issued for use by Customers, and\nfor each of the Parties' internal use.  These reports will be issued when a\nCustomer's Service is launched and will continue for the duration of the\nService.  A list of such reports is attached and specified in ATTACHMENT 9,\nPerformance Commitments and Reports.  Such reports include but are not limited\nto, web enabled customer facing reports and reports to each of the Parties' for\ninternal management needs.\n\n10.  CHANNEL SYNERGIES AND CONFLICT\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -13-\n\n \n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n\n\n     10.1  Channel Plan\n\n     SBC will be responsible for the sales and marketing of the Products and\n     Services.  The Parties will resolve RFP conflicts as provided below in\n     Section 10.2 and channel conflicts as provided in ATTACHMENT 10, Sales\n     Channel Conflicts.  Any sales conflicts not resolved as provided herein,\n     will be referred to the Steering Committee specified in Part 1, Section 20,\n     Steering Committee.\n\n     10.2  RFP Responses\n\n     The Parties acknowledge that the spirit of the relationship established by\n     this Agreement calls for CNC to involve SBC in RFP responses, and both\n     Parties agree to use good faith efforts to cooperate to accomplish such\n     objective. Without limiting the foregoing, CNC will, whenever reasonably\n     possible, respond to RFP's with proposals which utilize SBC products,\n     services and transport components in addition to those required to be\n     utilized by CNC in providing service to CNC customers pursuant to\n     Attachment 4, Use of SBC Transport hereto.\n\n\n     10.3  Employee Conduct\n\n     The employees of each Party will not disclose the strategic relationship\n     between SBC and CNC in sales efforts, press releases, marketing materials,\n     or other media unless mutually agreed in writing in advance.  The Parties\n     recognize that in the marketplace, the Parties' channels may overlap and\n     that selling on a comparative basis is not necessarily a violation of this\n     Section 9.3.  In particular, employees of each of the Parties will be\n     allowed to comparatively sell Products and Services.\n\n[*]\n\n\n12.  FORECASTING AND FUTURE NETWORK COVERAGE\n\nATTACHMENT 11, Forecasting, details a process by which SBC and CNC will use\nreasonable efforts to accurately forecast Customer acquisition and network\nusage.  ATTACHMENT 3,  Deployment and Delivery, details CNC network coverage and\nexpansion and deployment plans.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -14-\n\n\n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n \n13.  BRANDING\n[*]\n[*]\n\n15.  CUSTOMER CARE\/TECH SUPPORT\n\nSubject to the Act and as specified in ATTACHMENT 13, Customer Care\/ Technical\nSupport, SBC and CNC will provide Customer Care (herein after defined in\nATTACHMENT 13, Customer Care\/ Technical Support) on all Products and Services.\nCNC will provide customer care on InterLATA Products and Services.  If, as a\nresult of a call to either SBC or CNC, it is determined that the trouble is not\nattributable to the IntraLATA Products and Services, the call will be referred\nto CNC for Customer Care.  Each Party will bear its own costs with respect to\nthe Customer Care inquiries it handles unless otherwise provided in a separate\nagreement.\n\n\n16.  SALES TRAINING\n\nCNC will provide SBC with supplemental sales performance training on a monthly\nbasis, to help improve the capabilities of the sales team.  SBC sales trainers\nwill be instructed in this sales performance training, as specified in\nATTACHMENT 14,  Sales Training and Support, and at the fees identified therein,\nwhere applicable.\n\n\n17.  TERM OF AGREEMENT\n\nThis Agreement is effective upon the Effective Date and unless sooner terminated\nas provided herein, will remain in full force and effect for an initial term of\nthree (3) years following the Effective Date.  Thereafter, the Agreement will be\nautomatically renewed for three (3) successive one (1) year terms, unless either\nparty has provided the other party with notice of termination, in accordance\nwith Part I, Section 18, Termination, herein.  Termination is complete only upon\neach Parties' satisfaction of its obligations under this Agreement.\n\n\n18.  TERMINATION\n\n     18.1  Termination at End of Term\n\n     Either Party may terminate this Agreement without penalty by providing not\n     less than sixty (60) days written notice to the other Party, provided that\n     the \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -15-\n\n \n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n\n\n     termination date does not become effective until the completion of the\n     initial three year term or any extension thereof.\n\n\n     18.2  Termination For Convenience\n\n     Commencing six (6) months after the Effective Date, SBC may, at its sole\n     option, terminate this Agreement, or unilaterally modify ATTACHMENTS 1,\n     Marketing Service Description and 2 Technical Service Description, in order\n     to remove from the scope of this Agreement any Product or Service offered\n     pursuant to this Agreement, at any time. SBC acknowledges that if SBC\n     terminates the IntraLATA portion of the Products and Services, CNC will\n     terminate its arrangements with end-user customers to provide the InterLATA\n     portion of all Products and Services, subject to an appropriate transition\n     period which matches the transition period provided for IntraLATA Products\n     and Services provided in Part I, Section 19.1, Customer Transition Plan.\n     Upon termination, pursuant to this Section18.2, (other than pursuant to\n     Attachment 9, Performance Commitments), as liquidated damages for such\n     termination, SBC will compensate CNC for the difference between the amount\n     of revenue CNC would have received on the total number of outstanding\n     Customer term contracts (including set-up and monthly fees) had a greater\n     term discount not been applied.  \n     [*]\n\n\n     18.3  Termination for Cause\n\n     Either Party may terminate this Agreement in the event of a material breach\n     of contract which remains unremedied for a period of thirty (30)  days\n     following written notice of such breach.  If SBC terminates this Agreement\n     on account of an uncured CNC breach, then SBC will have no further\n     obligations to CNC hereunder, including without limitation pursuant to Part\n     I, Sections 5 SBC Revenue Commitment and 19.2, and Termination for\n     Convenience, except for any invoices due and owing to CNC for services\n     provided.  If CNC terminates this Agreement on account of an uncured SBC\n     breach, then CNC will have no further obligations to SBC hereunder, except\n     as provided in Part 1, Section 19, Customer Transition Provisions.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -16-\n\n\n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n \n     18.4  Termination evolving from Regulatory Contingencies\n\n     Through no fault of either Party, there may be instances in which this\n     Agreement terminates due to government laws or regulations.  Such\n     termination is addressed in Part II, Section 27.7, Regulatory Contingency.\n\n\n19.  CUSTOMER TRANSITION PROVISIONS\n\n     19.1  Customer Transition Plan\n\n           [*]\n\n     19.2  Customer Migration\n\n           [*]\n\n20.  STEERING COMMITTEE AND STRATEGIC RELATIONSHIP\n\n     20.1  Steering Committee\n\n     The Parties have established a \"Steering Committee\" consisting of two (2)\n     representatives of management from each Party who will collectively oversee\n     and address issues relating to the continuation of the contractual\n     relationship.  The Steering Committee will meet from time to time to ensure\n     that the goals of the relationship are being met.  Each Party may change\n     its representative to the Steering Committee from time to time in its sole\n     discretion.\n\n     20.2  Additional Areas for Cooperation\n\n     [*]\n\n     20.3  Technology Committee\n\n     The Steering Committee will establish a technology committee, to meet no\n     less frequently than quarterly, with the intention that, subject to all\n     applicable legal and regulatory requirements, the Parties will engage in\n     joint discussions to allow coordination of technology issues and\n     integration of technology, hardware and software to maintain\n     interoperability and otherwise enhance the Parties' ability to perform\n     their respective obligations under this Agreement and to provide\n     competitive, innovative, high quality services to end users.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -17-\n\n \n21.  NETWORK OPERATIONS\n\n     21.1 As specified in ATTACHMENT 15, Network Management and Monitoring, SBC\n          will provide all single points of contact (\"SPOCs\") and tier one\n          network operations support for IntraLATA transmission elements, non-\n          transmission oriented services, and administrative services, provided\n          that SBC may, in its discretion, require CNC to provide network\n          operations support where the problem is isolated to Products and\n          Services developed by CNC.  CNC will provide network operations\n          support for InterLATA Products and Services, for CNC's network and for\n          network elements leased by CNC from a third party to deliver InterLATA\n          Products and Services.\n\n     21.2 Each Party will bear its own costs with respect to network operations\n          support it handles.  The Parties have established processes to\n          coordinate network operations support to be provided by the Parties\n          under this Agreement.  Such processes are specified in ATTACHMENT 15,\n          Network Management and Monitoring\/Network Operations Center.\n\n\n22.  PUBLICITY\n\nNeither Party will use the other Party's name or any language, pictures or\nsymbols which could imply the other Party's identity in any (i) written or oral\nadvertising presentation or communication, or (ii) brochure, press release,\nnewsletter, book or other written material of whatever nature, without the other\nParty's prior written consent.  To the extent CNC believes that the execution of\nany of the potential agreements discussed in this Agreement is a financially\ndisclosable event, CNC will notify SBC, with the exception of confidentiality\nconstraints in accordance with SEC regulations and laws, of CNC's opinion in\nadvance of execution of such agreement.\n\n\n\nPART II - STANDARD TERMS AND CONDITIONS\n---------------------------------------\n\n\n1.  DEFINITIONS\n\nAll capitalized terms not otherwise defined will have the meaning set forth\nbelow:\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -18-\n\n \n\"Act\" - means the Telecommunications Act of 1996 (47 U.S.C. 151 et seq.), Pub.\nL. No. 104-104, 110 Stat. 56, as amended from time to time.\n\n\"Affiliate\" -  means (i) any corporation or other entity owning, either directly\nor indirectly, today or in the future, a majority of the outstanding stock of a\nParty (\"Parent\"), or (ii) any corporation or other entity in which a majority of\nthe ownership interest is held, either directly or indirectly, today or in the\nfuture, by the Parent of a Party or by such Party; but only so long as such\nmajority ownership exists.\n\n\n\"Confidential Information\" - means non-public information treated by the\ndisclosing Party as confidential, including trade secrets, technical, financial\nand business information, names of existing and potential customers or partners,\nexisting and potential business ventures, reports, plans, technology, products,\nservices, processes, methods, data or any other confidential and proprietary\ninformation. In order to be treated as confidential hereunder, information must\nbe:  (i) reduced to tangible form and marked clearly as confidential or\nproprietary, or (ii) with respect to any oral presentation, such presentation\nmust deal with information previously or concurrently designated in writing as\nconfidential. Confidential information will not include any information in the\npublic domain other than as a result of a Party's failure to comply with its\nobligations hereunder, information already known to or in the possession of the\ndisclosee, information independently developed by the disclosee or information\nwhich is obtained by the disclosee without restriction on disclosure.\n\n\"Consulting Services\"- means any work, direction of work, technical information,\ntechnical consulting, or other technical services (including but not limited to\ndesign services, analytical services, quality assurance, and other specialized\nservices furnished by CNC under this Agreement as specified in a mutually agreed\nStatement of Work.\n\n\"Customer\" - means any person or business who purchases Products and Services\n(hereinafter defined) from SBC, as described in this Agreement.\n\n\"Customer Information\"- means information which identifies a Customer which\nincludes but is not limited to name, phone number, email address, IP address,\nCustomer call records, data transmitted by the Customer, credit card account\ninformation, street address, or any other information which is unique to\nindividual Customers.\n\n\"Documentation\"- means all material associated with Products, Services and\nInterLATA (all hereinafter defined) Products and Services, including, but not\nlimited to, test data, flow charts, documentation, manuals, data file listings,\ninput and output \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -19-\n\n \nformats, user instructions, training materials and any other written documents\nnormally supplied to customers of CNC.\n\n\"Global Service Provider\" or \"GSP\" means a provider of communication services\nfor InterLATA transport of Customer data.\n\n\"Hosting General Agreement\" -means the agreement signed between Southwestern\nBell Communications Internet Services and Concentric Network Corporation on\nOctober 9, 1998 for the provision of Web Hosting and Consulting Services.\n\n\"IntraLATA\" - means those services, revenues, and functions related to\ntelecommunications originating and terminating within a single Local Access and\nTransport Area (\"LATA\") within SBC's Service Region (hereinafter defined).\n\n\"InterLATA\" - means those services, revenues, and functions related to\ntelecommunications originating in one LATA and terminating in another LATA or\noutside of a LATA.  \"InterLATA\" will have the same meaning as \"InterLATA\nServices\" as used in Section 3(21) of the Communications Act of 1936, as amended\nby the Act.\n\n\"Marketing Service Description or MSD\" -means the most current version of the\nMarketing Service Description written by SBC, as mutually agreed from time to\ntime, which is attached and incorporated to this Agreement as ATTACHMENT 1,\nMarketing Service Description (\"MSD\").\n\n\"Order\" - means a SBC document executed hereunder ordering s (hereinafter\ndefined) and\/or Products (hereinafter defined) and will be deemed to incorporate\n(i) the provisions of this Agreement (including the Attachments attached\nhereto), as it may from time to time be amended, (ii) the specifications\napplicable to such Order and (iii) any subordinate documents attached to or\nreferenced in this Agreement, such specifications or such Order.\n\n\"Product\"- means any Service (hereinafter defined) or data Product and\nassociated Documentation, purchased, or ordered by SBC or SBC's customers\npursuant to Orders issued hereunder by SBC.\n\n\"SBC's Service Region\" - means all geographical areas in which SBC offers\ntelecommunications services or internet services, whether by wire line or\nwireless transmission, including without limitation, SBC's eight state region,\nwhich includes California, Texas, Missouri, Oklahoma, Nevada, Arkansas, Kansas,\nand Connecticut,  as such may be expanded by mergers and\/ or acquisitions or\notherwise.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -20-\n\n \n\"Service\"- means a data service deployed by SBC on CNC's network or in CNC's\nhosting facilities for which SBC is requesting branding, provisioning,\nmaintenance and performance guarantees as detailed in this Agreement or its\nattachments.\n\n\"Service Level Agreements or SLAs\" - means specific levels of performance agreed\nto be provided by CNC to either SBC customers, SBC or both for the performance\nof CNC Products or Services where a credit  may attach for failure to meet\nperformance levels.\n\n\"Statements of Work\" - means a document executed hereunder pursuant to which SBC\nwill order Consulting Services to be provided in connection therewith which will\nbe deemed to incorporate (i) the provisions of this Agreement as it may, from\ntime to time, be amended, (ii) the agreed upon specifications applicable to such\nStatement of  Work and (iii) any subordinate documents attached to or referenced\nin this Agreement, such specifications or such Statements of Work.\n\n\"Technical Service Description or TSD\" -means the most current version of the\nTechnical Service Description written by SBC, as mutually agreed from time to\ntime, which is attached and incorporated to this contract as ATTACHMENT 2,\nTechnical Service Description (\"TSD\").\n\n2.  BENEFIT OF AGREEMENT EXTENDING TO SBC AFFILIATES\n\nSBC Affiliates may place Orders which incorporate the terms and conditions of\nthis Agreement, either directly or, in the event the Parties mutually determine\nthat a direct relationship between CNC and such SBC Affiliate would be\ninappropriate, through one  or more SBC Affiliates designated by the Parties\nfrom time to time to place Orders on behalf of other SBC Affiliates.  All\namounts payable to CNC pursuant to such SBC Affiliate Orders will be considered\nRevenues for the purposes of  Part I, Section 5, SBC Revenue Commitment.   An\nSBC Affiliate placing Orders under this Agreement will be responsible for its\nown obligations, including but not limited to, all charges incurred in\nconnection with such Order.  The provisions of this Agreement will not be\nconstrued as requiring SBC to indemnify CNC, or to otherwise be responsible, for\nany acts or omissions of an Affiliate, nor will any provision of this Agreement\nbe construed as requiring an Affiliate to indemnify CNC, or to otherwise be\nresponsible, for the acts or omissions of SBC.\n\n\n3.  NO INTERLATA  ACTIVITIES BY SBC\n\nCNC is responsible for all InterLATA portions of the Products and Services.\nWithout limiting the foregoing, CNC will provide status and resolution\ninformation on all trouble \n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -21-\n\n \ntickets and status and disposition of customer service activities, for the\nInterLATA portion of the Products and Services. Nothing in this Agreement\nauthorizes SBC to act as a reseller of InterLATA Products and Services.\nNotwithstanding anything to the contrary contained herein, SBC will not (i)\nestablish the criteria, (ii) establish prices, terms or conditions, (iii) serve\nas the exclusive marketing agent or (iv) serve as the initial point of contact\nfor customer care issues, of the InterLATA Products and Services.\n\n\n4.  REPRESENTATIONS AND WARRANTIES\n\n     4.1  Authorization\n\n          (a)  CNC warrants that it is a corporation duly existing in good\n               standing in its state of incorporation, and is duly authorized to\n               enter into and perform all of its obligations hereunder.\n\n          (b)  SBC warrants that it is a corporation duly existing in good\n               standing in its state of incorporation, and is duly authorized to\n               enter into and perform all of its obligations hereunder.\n\n\n     4.2  Compliance with Specifications\n\n     CNC hereby represents and warrants to SBC that the Products and Services\n     will perform in all material respects in the manner specified in\n     ATTACHMENTS 1, Marketing Service Description,  2, Technical Service\n     Description, and 9, Performance Commitments and Reports, or other\n     applicable attachments.\n\n\n     4.3  Year 2000\n\n     CNC hereby represents and warrants to SBC that the hardware and software\n     that comprise CNC's Products and Services provided pursuant to this\n     Agreement will include Year 2000 Capabilities.  CNC will obtain warranties\n     from its non-compliant third party software providers as soon as they are\n     commercially available.  All warranties for hardware and software will\n     survive inspection, payment, and use according to the terms hereof.\n     Additionally, CNC currently has a program in place to address Year 2000\n     compliance, such that CNC will operate Year 2000 compliant Products and\n     Services prior to October 31, 1999.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -22-\n\n \n     4.4  Warranty Limits\n\n     THE WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE\n     WARRANTIES MADE BY THE PARTIES. THE PARTIES MAKE NO OTHER WARRANTIES OF ANY\n     KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES OR ANY\n     RELATED  SERVICES OR SOFTWARE. WITH THE EXCEPTION OF THE WARRANTIES\n     SPECIFIED IN THIS SECTION 4, THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES:\n     (A) OF DESIGN, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR\n     PURPOSE, EVEN IF THEY HAVE BEEN INFORMED OF SUCH PURPOSE; OR (B) THAT THEIR\n     SERVICES OR ANY RELATED SERVICES OR SOFTWARE WILL BE ERROR-FREE, SECURE OR\n     WITHOUT INTERRUPTION, (EXCEPT AS SPECIFIED HEREIN).\n\n\n5.  LIABILITY LIMITS\n\nIN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS OR\nANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY\nCLAIMS OR DEMANDS BROUGHT AGAINST THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN\nADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY PROVISIONS\nCONTAINED IN THIS AGREEMENT TO THE CONTRARY, CNC'S ENTIRE LIABILITY TO SBC\nCONCERNING PERFORMANCE OR NONPERFORMANCE BY CNC OR IN ANY WAY RELATED TO THE\nSUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A CLAIM IS BASED IN\nCONTRACT, NEGLIGENCE OR IN TORT, WILL NOT EXCEED TWENTY-FIVE MILLION DOLLARS\n($25,000,000) OR THE AMOUNT RECEIVED BY CNC FROM SBC DURING THE TERM, WHICHEVER\nIS GREATER.  SBC'S ENTIRE LIABILITY TO CNC IS CAPPED AT THE MONETARY VALUE OF\nTHE AMOUNT RECEIVED BY CNC FROM SBC DURING THE TERM.  THE FOREGOING LIMITATION\nWILL NOT REDUCE EITHER PARTIES OBLIGATIONS UNDER PART II, SECTION 6,\nINDEMNIFICATION, OR  LIABLITY FOR PERSONAL INJURY.\n\n\n6.  INDEMNIFICATION AND INFRINGEMENT\n\n     6.1  Infringement\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -23-\n\n \n     (a)  In the event of any claim or allegation against SBC for any\n          infringement or misappropriation of any third party copyright, patent,\n          trademark, trade secret  by reason of, and in the exercise by SBC of\n          the rights and licenses granted herein with respect to Products and\n          Services provided by CNC, hereunder, CNC will, at its expense,\n          indemnify SBC and defend such claim, and pay any costs, expenses and\n          finally awarded damages in connection therewith, including the\n          reasonable fees and expenses of the attorneys for such defense\n          provided that SBC will cooperate with CNC in connection therewith and\n          notify CNC of such claim or action within a reasonable time.  The\n          foregoing will not limit SBC's ability to participate in any such\n          action at its own expense, and CNC will keep SBC informed of, and will\n          consult with, any independent attorneys appointed by SBC, regarding\n          such litigation.  CNC may not agree to any settlement that would or\n          might have any effect  upon SBC or its affiliates without first\n          obtaining SBC's consent in writing.\n\n     (b)  If the permitted use by SBC of  Products and Services provided by CNC,\n          has become, or in CNC's opinion is likely to become, the subject of\n          any claim of such infringement, CNC may at its option and expense\n          either (i) procure for SBC the right to continue using the Products\n          and Services provided by CNC , (ii) replace or modify Products and\n          Services provided by CNC to make them non-infringing, provided that\n          such modified Products and Services are equal or superior to the\n          unmodified Products and Services in all material respects, (iii)\n          substitute an equivalent for Products and Services provided by CNC\n          provided that such replacement Products and Services are equal or\n          superior to the original Products and Services in all material\n          respects . In the event CNC does not comply with the foregoing, SBC\n          may terminate or modify this Agreement and without limiting SBC's\n          other remedies, CNC will reimburse SBC for any damages related to\n          replacement of infringing Products and Services.\n\n     (c)  CNC will not have any liability to SBC if any allegation of\n          infringement is based upon (a) the interconnection and\/or modification\n          and\/or use of Products or Services, or associated documentation in\n          combination with other devices not furnished by CNC and which have not\n          been disclosed to CNC as part of SBC's proposed configuration where\n          the Product, Service or associated documentation would not by itself\n          be infringing, or (b) if the infringement arises out of compliance\n          with SBC's specifications or designs or out of modifications made to\n          the Product or Service or associated documentation, unless such\n          modifications are made by CNC.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -24-\n\n \n     (d)  SBC will, at its expense, indemnify CNC and defend claims of\n          infringement, and pay any costs, expenses and finally awarded damages\n          in connection with SBC provided third party software for which and to\n          the extent that SBC has received indemnification from the applicable\n          third party and SBC proprietary software utilized in connection with\n          the Products and Services including the reasonable fees and expenses\n          of CNC attorneys for such defense.\n\n\n     6.2  Indemnification\n\n     (a)  CNC will indemnify, defend and hold harmless SBC (including its\n          agents, employees, officers, and directors) from and against any and\n          all liability, loss, finally awarded damages, court cost, attorneys'\n          fees or other expense of any kind which arises out of any claim,\n          demand, suit for damages, injunction or other relief, on account of,\n          but not limited to, (a) injury to or death of any person, (b) damage\n          to any property, including theft, or (c) any lien, caused by,\n          resulting from or attributable to the Products and Services provided\n          by CNC hereunder or (d) the acts or omissions resulting from the\n          negligence or misconduct of CNC (including any of its agents, or\n          subcontractors but excepting the active negligence or willful\n          misconduct solely of SBC or its employees, subcontractors or agents)\n          in furnishing the Products and Services hereunder.\n\n     (b)  CNC agrees to defend SBC, at no cost or expense to SBC, against any\n          such liability, claim, demand, suit or legal proceeding.  SBC agrees\n          to notify CNC within a reasonable time of any written claims or\n          demands against SBC for which CNC is responsible under this clause.\n          The foregoing will not limit SBC's ability to participate in any such\n          action at its own expense, and CNC will keep SBC informed of, and will\n          consult with, any independent attorneys appointed by SBC, regarding\n          such litigation.\n\n     (c)  CNC agrees not to implead or bring any action against SBC or SBC's\n          employees based on any claim by any person for personal injury or\n          death that occurs in the course or scope of employment of such person\n          by CNC and that arises out of the Products and Services furnished\n          under this Contract.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -25-\n\n \n     (d)  SBC will indemnify, defend and hold harmless CNC (including its\n          agents, employees, officers, and directors) from and against any and\n          all liability, loss, damage, court cost, attorneys' fees or other\n          expense of any kind which arises out of any claim, demand, suit for\n          damages, injunction or other relief, on account of acts or omissions\n          resulting from the gross negligence or willful misconduct of SBC\n          employees, contractors, and agents. SBC agrees to defend CNC, at no\n          cost or expense to CNC, against any such liability, claim, demand,\n          suit or legal proceeding.\n\n\n7.  INSURANCE\n\n     7.1  With respect to performance hereunder, and in addition to CNC's\n          obligation to indemnify, CNC agrees to maintain, at all times during\n          the term of this Agreement, the following minimum insurance coverages\n          and limits and any additional insurance and\/or bonds required by law:\n\n          (a)  Workers' Compensation insurance with benefits afforded under the\n               laws of the state in which the Products and Services are to be\n               performed and Employers Liability insurance with minimum limits\n               of $100,000 for Bodily Injury-each accident, $500,000 for Bodily\n               Injury by disease-policy limits and $100,000 for Bodily Injury by\n               disease-each employee.\n\n          (b)  Commercial General Liability insurance with minimum limits of:\n               $2,000,000 General Aggregate limit; $1,000,000 each occurrence\n               sub-limit for all bodily injury or property damage incurred in\n               any one occurrence; $1,000,000 each occurrence sub-limit for\n               Personal Injury and Advertising; $2,000,000 Products\/Completed\n               Operations Aggregate limit, with a $1,000,000 each occurrence\n               sub-limit for Products\/Completed Operations.  Fire Legal\n               Liability sub-limits of $300,000 are required for lease\n               agreements.  SBC and its Affiliates will be named as an\n               Additional Insured on the Commercial General Liability policy.\n\n          (c)  If use of a motor vehicle is required, Automobile Liability\n               insurance with minimum limits of $1,000,000 combined single\n               limits per occurrence for bodily injury and property damage,\n               which coverage will extend to all owned, hired and non-owed\n               vehicles.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -26-\n\n \n     7.2  SBC and its Affiliates requires that companies affording insurance\n          coverage have a B+ VII or better rating, as rated in the A.M. Best Key\n          rating Guide for Property and Casualty Insurance Companies.\n\n     7.3  A certificate of insurance stating the types of insurance and policy\n          limits provided the CNC must be received prior to commencement of any\n          work.\n\n     7.4  CNC will also require all subcontractors who may enter upon the work\n          site to maintain the same insurance requirements listed above.\n\n     7.5  To the extent that SBC employees are on CNC's location or performing\n          services hereunder, SBC will provide similar coverage by self\n          insurance methods with additional insurance coverage beyond self\n          insurance.\n\n\n8.  CUSTOMER INFORMATION\n\n     8.1  All SBC Customer Information is owned by SBC including any knowledge\n          base and contents therein used to support the activities contemplated\n          by this Agreement.  SBC Customer Information may be provided to CNC\n          for day to day management of the business, but will remain the\n          property of SBC.\n\n     8.2  SBC Customer Information will be transmitted and maintained securely\n          as confidential and guarded with methods and practices acceptable to\n          SBC in accordance with the confidentiality provisions of this\n          Agreement.  SBC Customer Information will not be shared with third\n          parties or used by CNC, either during or after the Term, for marketing\n          purposes unless approved by SBC in advance in writing. Notwithstanding\n          the above, CNC may share aggregate CNC customer information that\n          includes aggregate SBC Customer Information, so long as individual or\n          aggregate SBC Customer Information is not separable from such\n          aggregate CNC customer information.\n\n     8.3  All Customer Information is to be returned to SBC upon termination of\n          this Agreement and  CNC will not retain or have access to any SBC\n          Customer Information unless agreed in advance by SBC in writing as\n          part of a transition plan.\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -27-\n\n \n     8.4  It is acknowledged that CNC will have a direct relationship with\n          Customers in order to provide CNC's InterLATA Products and Services\n          associated with  the Products and Services offered under this\n          Agreement, and such relationship may result in  CNC obtaining\n          information regarding Customers equivalent to all or part of the SBC\n          Customer Information with respect to such Customers (\"CNC InterLATA\n          Customer Information\"). CNC agrees to use such CNC InterLATA Customer\n          Information solely to provide Products and Services to Customers under\n          this Agreement, and without limiting the foregoing, such CNC InterLATA\n          Customer Information will not be shared with third parties or used by\n          CNC, either during or after the Term, for marketing purposes unless\n          approved by SBC in advance in writing.\n\n9.  NON-SOLICITATION OF SBC CUSTOMERS\n\nCNC agrees that during the term of this Agreement and for a period of three (3)\nyears from any expiration or termination of this Agreement, CNC will not solicit\nbusiness from any end user Customers of SBC who purchase Products or Services by\nor including any means which targets or identifies such Customers as SBC\nCustomers. This provision is not meant to prevent CNC from soliciting such\ncustomers incidentally as part of a broad marketing campaign not directed at\nCustomers, but is intended to prevent the targeting by CNC of Customers by\nvirtue of their status as Customers, even if such targeting is a subpart of a\nbroader marketing campaign, e.g. by means of including Customers as a group as\ntargets of a broader marketing campaign.\n\n\n10.  INTELLECTUAL PROPERTY RIGHTS\n\n     10.1  CNC SOFTWARE\n\n     For the Term, CNC hereby grants to SBC and Customers under this Agreement,\n     and SBC hereby accepts, a nonexclusive, nontransferable license to use and\n     distribute CNC  software for use solely with providing Products and\n     Services to Customers.\n\n     (a)  CNC warrants that third party software is licensed in accordance with\n          the license agreement supplied by the supplier of such software, and\n          that SBC's use and distribution of such software will not violate such\n          license. CNC will provide SBC applicable licensing information for any\n          third party software provided, such that SBC may determine its ability\n          to comply.  Upon acceptance of the third party software, SBC will\n          comply \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -28-\n\n \n          with the terms of such licenses. SBC will not be permitted to\n          translate, transform, decompile, reverse engineer, disassemble, or\n          otherwise determine or attempt to determine source code from the\n          executable code of any software provided by CNC pursuant to this\n          Agreement or to permit or authorize a third party to do so.\n\n     (b)  Notwithstanding the foregoing paragraph, SBC will be permitted to\n          reproduce or modify software provided by CNC pursuant to this\n          Agreement but only in a manner approved by CNC in advance.\n\n     Title to CNC software, is and will remain the exclusive property of CNC\n     and\/or its suppliers.  All Customer contracts for Products or Services will\n     be consistent with the licensing provisions of this Section 10.1.\n\n\n     10.2  SBC SOFTWARE\n\n     For the Term, SBC hereby grants to CNC, and CNC hereby accepts, a\n     nonexclusive, nontransferable license to use and distribute SBC software\n     for use solely with providing Products and Services to Customers.\n\n          (a)  SBC warrants that third party software is licensed in accordance\n               with the end user license agreement supplied by the supplier of\n               such software. CNC will not be permitted to translate, transform,\n               decompile, reverse engineer, disassemble, or otherwise determine\n               or attempt to determine source code from the executable code of\n               any software provided by SBC pursuant to this Agreement or to\n               permit or authorize a third party to do so.\n\n          (b)  Notwithstanding the foregoing, CNC will be permitted to reproduce\n               or modify software provided by SBC pursuant to this Agreement but\n               only in a manner approved by SBC in advance.\n\n     Title to SBC Software is and will remain the exclusive property of SBC\n     and\/or its suppliers. All Customer contracts for Products or Services will\n     be consistent with the licensing provisions of this Section 10.2.\n\n     10.3  Trademarks\n\n     During the term of this Agreement, each Party is authorized by the other\n     Party to make reasonable use of the other Party's trademarks (including\n     such Party's \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -29-\n\n \n     licensors' trademarks), solely in connection with the marketing,\n     advertisement and promotion of Products and Services in accordance with\n     this Agreement, including without limitation ATTACHMENT 12, Branding,\n     provided that each Party will have the right and opportunity to disapprove\n     any materials which make use of the trademarks of such Party or such\n     Party's licensors that the other Party uses or proposes to use. Each Party\n     will use such trademark notices as the other Party may designate from time\n     to time in connection with any use of such other Party's or other Party's\n     licensors' trademarks as permitted hereunder. Upon expiration or\n     termination of this Agreement, each Party's rights to use any of the other\n     Party's' trademarks will terminate, except in connection with activities\n     permitted pursuant to Part II, Section 19, Customer Transition Provisions,\n     above. Nothing contained in this Agreement will give either Party any\n     interest in any of the other Party's or the other Party's licensors'\n     trademarks, logos, trade names or designations other than the limited\n     rights expressly granted in this Section 10.3.\n\n     10.4  New Developments\n\n          (a)  During the Term of this Agreement and in connection with its\n               obligations hereunder, CNC may develop new technologies, products\n               and services which incorporate intellectual property rights (\"New\n               Developments\").  It is the intention of the Parties that prior to\n               undertaking any work on a New Development, CNC and SBC will agree\n               in a separate written Statement of Work, as defined in Attachment\n               20, Consulting Services as to the Parties' respective rights in\n               and with respect to such New Development.  If any such New\n               Development is developed in the absence of such a Statement of\n               Work, then within thirty (30) days of completion of such\n               development, CNC will specify  in writing to SBC that the\n               intellectual property rights fall within one of these four (4)\n               categories :\n\n               (i)  CNC Developments - proprietary development owned by CNC and\n                    licensed from CNC by SBC upon the terms set forth in this\n                    Part II, Section 10.1, CNC Software.\n\n               (ii) SBC Custom Developments - Developments owned and financed by\n                    SBC and developed by CNC . Any custom application or\n                    technology designed by CNC at SBC's request and financed by\n                    SBC, which will be owned by \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -30-\n\n \n                     SBC and licensed to CNC in accordance with Part II, Section\n                     10.2, SBC Software.\n\n               (iii) Jointly Financed Developments - Developments jointly owned\n                     and financed by CNC and SBC, owned by both Parties in equal\n                     undivided shares, and subject to worldwide nonexclusive use\n                     by either Party without any obligation to account to the\n                     other Party.\n\n               (iv)  Modified or Enhanced Developments - CNC or SBC software\n                     enhanced at SBC's request and financed by SBC. With regard\n                     to such Developments, SBC will own such modifications or\n                     enhancements in accordance with Part II, Section 10.2, SBC\n                     Software, while SBC and CNC retain ownership of their\n                     respective intellectual property underlying such\n                     modifications or enhancements.\n\n          (b)  Within thirty (30) days of receipt of CNC's notice, SBC will\n               notify CNC if it disagrees as to the classification of the New\n               Development contained in such notice from CNC, and, if the\n               Parties cannot resolve such disagreement informally, the dispute\n               resolution provisions of Part II, Section 16, Arbitration,  will\n               apply. If SBC fails to respond to any notice from CNC under this\n               Section 9, then there will be a rebuttable presumption that the\n               contents of such are correct.  If CNC fails to notify SBC as\n               specified hereunder, then SBC may notify CNC of its understanding\n               of the status of such New Development, and CNC will have thirty\n               (30) days to respond to such notification as set forth above. If\n               neither Party notifies the other regarding such New Development,\n               then SBC will be automatically  granted a worldwide, perpetual,\n               non-exclusive right to use the New Development in its business,\n               and to sublicense its rights in such New Development to its\n               Affiliates and Customers.\n\n     10.5  General\n\n     Except as expressly provided to the contrary above in this Section 10, all\n     intellectual property rights of each Party are expressly reserved by such\n     Party, and no license, express or implied, is created by this Agreement.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -31-\n\n \n11.  CONFIDENTIAL INFORMATION\n\n     11.1  SBC's Information\n\n     No Confidential Information obtained by CNC from SBC under, or in\n     contemplation of, this Agreement, including the existence or substance of\n     the discussions regarding the contemplated transactions, will become CNC's\n     property.  All copies of such information in written, graphic or other\n     tangible form will be returned to SBC upon request.  Unless such\n     information was or is (i) previously known to CNC free of any obligation to\n     keep it confidential, or (ii) subsequently made public by SBC or (iii)\n     independently developed by CNC without the use of SBC Confidential\n     Information, or (iv) rightfully received by CNC from a source other than\n     SBC without violation of any obligation of confidentiality, or (v) required\n     to be disclosed under a valid order created by a court or government agency\n     (provided that CNC provides prior written notice to SBC of such obligation\n     and the opportunity to oppose such disclosure), CNC will keep it\n     confidential, will use it only in performing hereunder, and may use it for\n     other purposes only upon such terms as may be agreed upon in writing by\n     SBC.  SBC will have the right to review and approve CNC's procedures for\n     handling such information and may make such inspections, as SBC deems\n     necessary to assure that such information is being properly protected.  In\n     such event, CNC will fully cooperate with SBC in ensuring such information\n     is being properly protected.\n\n\n     11.2  CNC's Information\n\n     No Confidential Information obtained by SBC from CNC under, or in\n     contemplation of, this Agreement, including the existence or substance of\n     the discussions regarding the contemplated transactions will become SBC's\n     property.  All copies of such information in written, graphic or other\n     tangible form will be returned to CNC upon request.  Unless such\n     Information was or is (i) previously known to SBC free of any obligation to\n     keep it confidential, or (ii) subsequently made public by CNC, or (iii)\n     independently developed by SBC without the use of CNC Confidential\n     Information, or (iv) rightfully received by SBC from a source other than\n     CNC without violation of any obligation of confidentiality, or (v) required\n     to be disclosed under a valid order created by a court or government agency\n     (provided that SBC provides prior written notice to CNC of such obligation\n     and the opportunity to oppose such disclosure), SBC will keep it\n     confidential, will use it only in performing hereunder, and may use it for\n     other purposes only upon such terms as may be agreed upon in writing by\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -32-\n\n\n\n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n\n \n     CNC.  CNC will have the right to review and approve SBC's procedures for\n     handling such information and may make such inspections, as CNC deems\n     necessary to assure that such information is being properly protected.  In\n     such event, SBC will fully cooperate with CNC in ensuring such Information\n     is being properly protected.\n\nThe provisions of this Section 11 are deemed retroactive to May 13, 1998 and\nsupercede Nondisclosure Agreement No. 980200, signed by both Parties on May 13,\n1998.\n\n\n12.  CNC PARTITIONING\n\n[*]\n\n13.  RECORDS AND AUDITS\n\nCNC will maintain accurate records of all matters which relate to CNC's\nobligations hereunder in accordance with generally accepted accounting\nprinciples and practices uniformly and consistently applied in a format that\nwill permit audit.  CNC will retain such records for a period of two (2) years\nfrom the date of expiration or termination of the Agreement. , SBC may appoint a\nnationally recognized accounting firm as an independent third party auditor to\naudit CNC's records, directly relevant to this Agreement, no more than once per\nyear, upon twenty (20) business days notice [*]. Such audits will be solely at\nSBC's expense, will not unreasonably interfere with CNC's normal operations, and\nwill be subject to CNC's reasonable security and confidentiality requirements.\nNotwithstanding the foregoing,\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -33-\n\n\n                      [*] Certain information on this page has been omitted and\n                      filed separately with the Securities Exchange Commission.\n                      Confidential treatment has been requested with respect to\n                      the omitted portions.\n\n\n \nthe audit procedures set forth in Part I, Section 8.2, [*], govern all audits\nconcerning [*].\n\n\n14.  CURE\n\nThe Parties will not be deemed to be in default under any of the terms of this\nAgreement, and  the non-defaulting Party may not seek or attempt to enforce any\nremedy for any claimed default, unless defaulting Party  fails to cure or\ncorrect same within thirty (30) days or such longer period as mutually agreed,\nfollowing receipt of written notice thereof from the non-defaulting Party.\n\n\n15.  DISPUTE ESCALATION\n\nAny disputes, controversies or claims arising from this Agreement  will first be\naddressed by the Steering  Committee.  Either Party may call a meeting of the\nSteering Committee upon ten (10) days prior written notice.  If  the Steering\nCommittee is unable to resolve such dispute or conflict within ten (10) calendar\ndays following its first meeting discussing such dispute, either Party may\ninvoke the provisions of the Part II, Section 16, Arbitration.\n\n\n16.  ARBITRATION\n\n     16.1 Any dispute, controversy or claim which relates in any way to this\n          Agreement and which has not been resolved by the Parties using the\n          Dispute Escalation process described in the Part II, Section 15,\n          Dispute Escalation, will be submitted to binding arbitration before an\n          arbitration panel established under the rules of the American\n          Arbitration Association.\n\n     16.2 The arbitration panel will consist of three arbitrators; one selected\n          by each Party, and the third selected by the arbitrators selected by\n          the Parties.  Resolution of disputes, controversies or claims will be\n          determined by a majority vote of the arbitration panel.\n\n     16.3 The arbitration will be held in San Francisco, California unless the\n          Parties otherwise mutually agree in writing.  The Parties agree to\n          cooperate in order to bring a reasonable and prompt conclusion to such\n          arbitration, not \n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -34-\n\n \n          to exceed 75 days. The arbitration panel will allow reasonable\n          discovery, and may require the transcription of testimony.\n\n     16.4 The Parties will equally bear the fees, costs and expenses of the\n          arbitration, including the costs or fees of any expert or witness;\n          provided, however, that the arbitration panel may award to the\n          prevailing Party damages which compensate it for any such costs and\n          fees, including legal costs, associated with the arbitration.  Any\n          payments owed by either Party related to the subject matter so\n          arbitrated may be suspended, and the interest or other late charges\n          due thereon may be tolled, at the discretion of the paying Party for\n          the duration of the arbitration.\n\n\n17.  GOVERNING LAW\n\nThis Agreement will be construed in accordance with the laws of the State of\nCalifornia, without regard to that State's choice of law provisions.\n \n\n18.  RELATIONSHIP OF PARTIES\n\nThis Agreement is not intended to constitute, create, give effect to or\notherwise recognize a joint venture, partnership or formal business organization\nof any kind between the Parties.  The rights and obligations of the Parties will\nbe only those expressly set forth herein.\n\n\n19.  REMEDIES\n\nAll remedies specified in this Agreement are cumulative, and are not intended to\nbe exclusive of any other remedies to which the injured Party may be entitled at\nlaw or equity. Notwithstanding the foregoing, if Damages for Delay, as\nprescribed in Part I, Section 3.2, are triggered, those damages will be\nexclusive for the time period covered.  It the occurrence continues beyond the\ntime period for which damages were selected, the remedies described under this\nAgreement will be available to SBC.   The use of one or more available remedies\nwill not bar the use of any other available remedy for the purpose of enforcing\nthe provisions of this Agreement.\n\n20.  AMENDMENT AND WAIVER\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -35-\n\n \nNo amendment or waiver of any provisions of this Agreement will be effective\nunless the same will be in writing and signed by a duly authorized\nrepresentative on behalf of the Party against whom such amendment, waiver or\nconsent is claimed.  In addition, no course of dealing or failure of any Party\nto enforce strictly any term, right or condition of this Agreement will be\nconstrued as a waiver of such term, right or condition. Waiver by either Party\nof any default by the other Party will not be deemed a waiver by the non-\ndefaulting Party of any other default.\n\n\n21.  RELEASES VOID\n\nNeither Party will require waivers or releases of any personal rights from\nrepresentatives of the other in connection with visits to each other's\nrespective premises.\n\n\n22.  FORCE MAJEURE\n\n     22.1 Neither Party hereto will be held responsible for any delay or\n          failure in performance of any part of this Agreement to the extent\n          that such delay or failure is caused by fire, earthquake, tornado,\n          hurricane, flood, explosion, war, strike, embargo, government\n          requirement, civil or military authorities, Act of God or by the\n          public enemy, transportation facilities, acts or omissions of carriers\n          or other causes beyond the control of CNC or SBC.  If any force\n          majeure condition occurs, the Party delayed or unable to perform will\n          give prompt notice thereof to the other Party hereto and the Party\n          affected by the other's inability to perform may elect to:\n\n          (a)  Terminate this Agreement or any Order or part of either as to\n               Products not already shipped or Products and Services not already\n               performed if such delay or failure continues for more than thirty\n               (30) days.\n\n          (b)  Suspend this Agreement for the duration of the force majeure\n               condition, buy or sell elsewhere Products or Services to be\n               bought or sold hereunder, and deduct from any commitment the\n               quantity bought or sold or for which such commitments have been\n               made elsewhere.\n\n          (c)  Resume performance hereunder once the force majeure condition\n               ceases with an option in the affected Party to extend the period\n               of \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -36-\n\n \n               this Agreement up to the length of time the force majeure\n               condition endured.\n\n     22.2 Unless written notice to the contrary is given within thirty (30)\n          days after such affected Party is notified of the force majeure\n          condition, option (b) above will be deemed selected.\n\n\n23.  ASSIGNMENT\n\n     23.1 Neither Party hereto may assign, subcontract or otherwise transfer\n          its rights or obligations under this Agreement except with the prior\n          written consent of the other Party hereto, which consent will not be\n          unreasonably withheld or delayed; provided, however, (i) SBC will have\n          the right to assign this Agreement to any present or future Affiliate\n          of SBC without securing the consent of CNC and may grant to any such\n          assignee the same rights and privileges SBC enjoys hereunder and (ii)\n          CNC will have the right to assign this Agreement to any purchaser of\n          all or substantially all its assets if such purchaser has a net worth\n          equivalent to or greater than CNC as represented by the most recent\n          financial statements of CNC and such purchaser, provided that no such\n          assignment or transfer will relieve SBC or CNC of any obligation to\n          perform hereunder until same will have been performed by the assignee\n          or transferee.\n\n     23.2 Any attempted assignment not consented to in the manner prescribed\n          herein, except an assignment confined solely to monies due or to\n          become due, will be void.  It is expressly agreed that any assignment\n          of monies will be void if (i) CNC fails to give SBC at least thirty\n          (30) days prior written notice of such assignment or (ii) such\n          assignment attempts to impose upon SBC obligations to the assignee\n          additional to the payment of such moneys or preclude SBC from dealing\n          solely and directly with CNC in all matters pertaining to this\n          Agreement, including the negotiation of amendments or settlements of\n          charges due.\n\n\n24.  CONFLICT OF INTEREST\n\nCNC represents and warrants that no officer, director, employee or agent of SBC\nhas been or will be employed, retained or paid a fee, or otherwise has received\nor will receive any personal compensation or consideration, by or from CNC or\nany of CNC's officers, directors, employees or agents in connection with the\nobtaining, arranging or \n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -37-\n\n \nnegotiation of this Agreement or other documents or agreements entered into or\nexecuted in connection herewith.\n\n\n25.  LIENS PROHIBITED\n\nAll Products and Services furnished to SBC by CNC hereunder will be free from\nany claims, third party liens or encumbrances.  Should CNC as a general\ncontractor of Products and Services subcontract such Product and Service\ndelivery to subcontractors that have mechanics lien rights under applicable law,\nSBC may require satisfactory proof that all parties furnishing labor and\/or\nmaterials for the Products and Services have been paid before making payment to\nCNC.\n\n\n26.  SEVERABILITY\n\nWith the exception of regulatory events governed by Part II, Section 28,\nCompliance with Laws\/Regulatory Contingency if any provision or any part of a\nprovision of this Agreement will be invalid or unenforceable, such invalidity or\nnon-enforceability will not invalidate or render unenforceable any other portion\nof this Agreement.  The entire Agreement will be construed as if it did not\ncontain the particular invalid or unenforceable provision(s) and the rights and\nobligations of the CNC and SBC will be construed and enforced accordingly.\n\n\n27.  SURVIVAL\n\nEach Party's respective obligations under this Agreement which by their terms\nwould continue beyond the termination, or expiration hereof, including but not\nlimited to, those in the clauses entitled COMPLIANCE WITH LAWS, INTELLECTUAL\nPROPERTY, INDEMNIFICATION, INSURANCE, LIABILITY, PUBLICITY, RELEASES VOID,\nINVOICING AND PAYMENT, CONFIDENTIAL INFORMATION and WARRANTY, will survive the\ntermination or expiration of this Agreement.\n\n\n28.  COMPLIANCE WITH LAWS\/REGULATORY CONTINGENCY\n\n     28.1  Compliance With Laws\n\n     Each Party agrees to comply with the provisions of the Fair Labor Standards\n     Act, the Occupational Safety and Health Act, and all other applicable\n     federal, state, \n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -38-\n\n \n     county and local laws, ordinances, regulations and codes (including the\n     identification and procurement of required permits, certificates, approvals\n     and inspections) in the performance of this Agreement. CNC further agrees,\n     during the term hereof, to comply with all applicable Executive and Federal\n     regulations as set forth in Attachment 19, Executive Orders and Associated\n     Regulations.\n\n     28.2  Regulatory Contingency\n\n     It is the intent of the Parties that nothing contained in this Agreement be\n     construed so as to make the activities of SBC constitute electronic\n     publishing (as such term is defined in Section 274 of the Act), or the\n     provision of interLATA services (as such term is defined in Section 272 of\n     the Act).  In the event that SBC determines in good faith that regulations\n     issued or interpreted by a governmental entity subsequent to this Agreement\n     have such a result or otherwise cause SBC or any Affiliate, including SBC\n     Communications Inc. or one of its Affiliates, to be a provider of\n     electronic publishing services or interLATA services or to be in violation\n     of the Act, the Parties agree to work together in good faith to renegotiate\n     the objectionable terms or conditions so as to render the activities of SBC\n     consistent with the Act, order or regulation and the Parties intent\n     hereunder. If an agreement to modify the terms of this Agreement cannot be\n     reached following such good faith negotiations, either Party may\n     immediately terminate this Agreement without further liability. In the\n     event that SBC determines in good faith that regulations issued or\n     interpreted by a governmental entity subsequent to this Agreement that\n     require SBC to add carriers other than CNC, or cause any other material\n     change in circumstances which makes this Agreement between the Parties\n     infeasible, the Parties agree to work together in good faith to negotiate a\n     mutually acceptable accommodation. If the Parties are unable to negotiate a\n     mutually acceptable accommodation, and the Steering Committee is unable to\n     fashion an acceptable resolution, then this Agreement will terminate\n     without consequence to either Party.  If either of such terminations\n     occurs, SBC may, at its option, discontinue its revenue commitments to CNC\n     without further liability, as stated in Part II, Section 5, SBC's Revenue\n     Commitments to CNC.\n\n\n29.  TAXES\n\n     29.1 CNC agrees to pay and hold SBC and its affiliates harmless from and\n          against any penalty, interest, additional tax or other charge that may\n          be levied or assessed as a result of the delay or the failure of CNC\n          for any \n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -39-\n\n \n          reason to pay any tax or file any return or information required by\n          law, rule or regulation or by this Agreement to be paid or filed by\n          CNC.\n\n     29.2 Upon request by SBC, the Parties will consult with respect to the\n          basis and rates upon which CNC will pay any taxes for which SBC is\n          obligated to reimburse CNC under this Agreement.  If SBC determines\n          that in its opinion any such taxes are not payable or should be paid\n          on a basis less than the full price or at rates less than the full tax\n          rates, or that no tax is due or is required to be withheld from SBC\n          because SBC intends to sell the property in substantially the same\n          condition as received from CNC, CNC will comply with such\n          determination.  If the taxing authority seeks collection for a greater\n          amount of taxes than that so determined by SBC, CNC will promptly\n          notify SBC.  If SBC desires to contest such collection, SBC will\n          promptly notify CNC.  Although CNC will cooperate with and provide\n          reasonable assistance to SBC, SBC will direct the conduct of any\n          proceedings, hearings or litigation involved in any contest with\n          respect to taxes for which SBC is obligated to reimburse CNC under\n          this Agreement.  SBC will reimburse CNC for any taxes, interest,\n          penalties or out of pocket expenses of witnesses appearing in such\n          proceedings, which CNC may be required to pay because of CNC's\n          complying with SBC' determinations with respect to the payment or\n          contesting any such taxes.\n\n     29.3 If any taxing authority advises CNC that it intends to audit CNC with\n          respect to any taxes for which SBC is obligated to reimburse CNC under\n          this Agreement, CNC will (a) promptly so notify SBC, (b) afford SBC an\n          opportunity to participate on an equal basis with CNC in such audit\n          with respect to such taxes, and (c) keep SBC fully informed as to the\n          progress of such audit. Each Party will bear its own expenses with\n          respect to any such audit and the responsibility for any additional\n          tax resulting from such audit will be determined in accordance with\n          the applicable provisions of this Section\n\n\n30.  ACCESS TO PREMISES\n\nEach Party will, at no charge, permit the other reasonable access to its\npremises in connection with the performance of this Agreement or any Order.\nEmployees and representatives of each Party will, while on the other's premises,\ncomply with all reasonable site rules and regulations.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -40-\n\n \n31.  USE OF SBC SYSTEMS\n\nSBC reserves the right to determine how CNC's personnel provided to perform\nProducts and Services hereunder will access SBC's network remotely and locally.\nCNC agrees and promises to use the applicable SBC computer systems on which the\nServices are provided in a professional and effective manner, and only for the\npurposes of the performance of this Agreement.  Any other intentional use or\nmisuse of such computer systems will constitute a breach of this Agreement.  CNC\nacknowledges that any person CNC selects to work under this Agreement will be\nexpected to fully comply with the known requirements, conditions, or\nrestrictions applicable to the use of SBC's computers or telephone network or\napplicable to accessing SBC's database, network or information systems.  CNC\nwill indemnify and hold SBC harmless for any failure (whether negligent or\nintentional) to meet these known requirements, conditions, or restrictions by\nany of these persons.  CNC further agrees to cooperate fully in any SBC inquiry\ninto alleged violations by CNC's personnel with respect to SBC's computers,\nproperty or Confidential Information.\n\n\n32.  WORK DONE BY OTHERS\n\nIf any part of the Products and Services is dependent upon work done by others,\nCNC will inspect and promptly report to SBC any defect that renders such other\nwork unsuitable for CNC's proper performance. CNC's silence will constitute\napproval of such other work as fit, proper and suitable for CNC's performance of\nthe Products and Services.\n\n\n33.  SECURITY\n\nThe Parties have established internal security methods and procedures as\nspecified in ATTACHMENT 15, Network Management and Monitoring.  These security\nmethods and procedures pertain, but are not limited to, physical plant (network\noperations center and points of presence); security between nodes (routers);\ncomputer access; authentication; access controls (which personnel gain access to\ncertain applications); use of firewalls, tunneling, encryption; and network\nsecurity.\n\n\n34.  INSPECTIONS\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -41-\n\n \nSBC may inspect or test, during normal business hours at all reasonable times\nand places, upon five (5) days notice and request, any Products or Services\npertaining to any Order.  The exercise of, or failure to exercise, this right\nwill not relieve CNC of its obligation to furnish all Products and Services\nmaterially in compliance with this Agreement and the applicable Order.  If,\nprior to acceptance by SBC, any Products and\/or Services are found not compliant\nin all material respects with ATTACHMENT 2, Technical Service Description, SBC\nwill have the right to reject the same, and at no charge to SBC, to require (i)\nthat such Products be repaired or replaced promptly with Products that are\ncompliant in all material respects with ATTACHMENT 2, Technical Service\nDescription, at CNC's risk and expense (including freight charges), and (ii) the\nperformance or re-performance of such Products and Services.  Detailed\ninspection records are to be maintained by CNC and made available to SBC upon\nrequest.\n\n\n35.  INDEPENDENT CONTRACTOR\/ SBC AGENT\n\n     35.1 CNC represents that it is engaged in an independent business and will\n          perform its obligations under this Agreement as an independent\n          contractor and not as the agent or employee of SBC, except as\n          specified in Section 35.2, below.  Each Party is solely responsible\n          for its acts and those of its agents, employees, and subcontractors\n          (also collectively referred to as \"Personnel\" hereunder).  All CNC\n          Personnel performing Products and Services hereunder are solely the\n          employees of CNC and are not the agents or employees of SBC.  CNC has\n          and retains the right to exercise full control of and supervision over\n          the employment, compensation and discharge of all Personnel assisting\n          in the performance of its obligations under this Agreement.  Each\n          Party is solely responsible for all matters relating to the payment of\n          compensation to its Personnel and will comply with all worker's\n          compensation, unemployment, disability insurance, social security,\n          withholding, and all other applicable federal, state and local Laws\n          and Regulations governing such matters.\n\n     35.2 For the purpose of placing orders for Customer circuits with\n          Southwestern Bell Telephone, Pacific Bell, Southern New England\n          Telephone and if and when appropriate, Ameritech, (collectively the\n          \"Telco\") and only in this instance as specified hereunder, to the\n          extent that CNC will be an agent of SBC Internet Services (\"SBCIS\").\n          Such agency will be accomplished through a letter agreement between\n          SBCIS and Customers, such that a letter of agency will authorize SBCIS\n          to order Telco services on behalf of the Customer and permit CNC to\n          place orders as SBCIS' agent.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -42-\n\n \n36.  DIVERSION OF EMPLOYMENT\n\nSBC and CNC agree that during the Term they will not knowingly solicit for hire\nany person who is employed by such other Party and who has been engaged in the\nperformance of activities related to this Agreement, without the express written\npermission of the original employing Party.\n\n\n37.  UNIVERSAL DESIGN\n\n     37.1 CNC advocates, supports, and encourages its suppliers to advocate and\n          support the manufacturing and provision of products which embrace the\n          concept of \"universal design.\"  CNC will use commercially reasonable\n          efforts to manufacture and provide Products and Services, including\n          future versions of Products and Services, which are accessible to the\n          widest range of consumers including those with disabilities.\n\n     37.2 CNC will reasonably cooperate with SBC in addressing disability\n          access issues, including but not limited to hearing aid interference,\n          that may arise in connection with a Customer's use of  CNC's Products\n          and Services furnished hereunder.  Specifically,  CNC agrees:\n\n          (a)  to ensure that its equipment is designed, developed and\n               fabricated to be accessible to and usable by people with\n               disabilities, and\n\n          (b)  to ensure that the service is accessible to and usable to people\n               with disabilities, or\n\n          (c)  to ensure that the equipment or service is compatible with\n               existing peripheral devices or specialized customer premises\n               equipment commonly used by individuals with disabilities to\n               achieve access, if the requirements of subsection (a) and (b) are\n               not readily achievable.\n\n\n38.  HEADINGS\n\nThe headings of the clauses in each Section are inserted for convenience only\nand are not intended to affect the meaning or interpretation of this Agreement.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -43-\n\n \n39.  NOTICES\n\nExcept as otherwise provided in this Agreement, all notices or other\ncommunications hereunder will be deemed to have been duly given when received in\nwriting and either (i) delivered in person, (ii) delivered to an agent, such as\nan overnight or similar delivery services, or (iii) delivered by the United\nStates Mail and addressed as follows:\n\n\nTo SBC Operations:                         To CNC:\n \nPacific Bell Internet Services &amp; Concentric Network Corporation, Inc.\nSouthwestern Bell Internet Services        1400 Parkmoor Avenue\n303 Second St., North Tower, Suite 650     San Jose, CA 95126\nSan Francisco, California, 94107           Phone:  (408) 817-2800\nPhone:  (415) 442-4900                     Fax: (408) 817-2875\nFax:   (415)  357-1659                     Attention: Manager-Contracts\nAttention: Senior Attorney\n\nWith a copy (which will not be             With a copy (which will not be\nconsidered formal notice) to:              considered formal notice) to:\n\nSBC Operations, Inc.                       Concentric Network Corporation, Inc.\nSuite 150, 111 Soledad Street, Rm 10Q5     1400 Parkmoor Avenue                \nSan Antonio, TX  78205                     San Jose, CA 95126                  \nPhone: (210) 351-3660                      Phone: (408) 817-2800               \nFax:  (210) 370-1953                       Fax:  (408) 817-2875                \nAttention:  Director, Strategic Alliances  Attn.:  Senior Vice President and   \n                                           General Manager of the Network      \n                                           Services Division                    \n                                           \nThe address to which notices or communications may be given by either Party may\nbe changed by written notice given by such Party to the other pursuant to this\nSection 38.\n\n\n40.  ENTIRE AGREEMENT\/RELATIONSHIP AMONG DOCUMENTS\n\n     40.1 Neither Party is bound by the provisions of this Agreement until it\n          is executed in writing by authorized individuals from each Party.  The\n          terms contained in this Agreement, including all exhibits,\n          attachments, and schedules, supercede all previous agreements or\n          documents entered into \n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -44-\n\n \n          between the Parties. Notwithstanding the foregoing, the Trial\n          Agreement, dated October 19, 1998 will remain in effect until the\n          completion of the Product and Service trial and the Web Hosting\n          Agreement, dated October 9, 1998 and the Stock Purchase Agreement\n          dated October 19, 1998 are unaffected by this Agreement.\n\n     40.2 The order of precedence between the Parts and Sections of this\n          Agreement are as follows in descending order:  (i)  Part I, of this\n          Agreement, (ii) Part II, of this Agreement, (iii) Attachments to this\n          Agreement, and (iv)  any Statement of Work or Order arising out of\n          this Agreement.  Notwithstanding the foregoing, any qualifying\n          superceding statement referencing a specific provision of this\n          Agreement, which is contained within an Attachment to this Agreement,\n          is governed by that provision.\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -45-\n\n \n41.  SIGNATURES\n\n     This Agreement shall be effective as of the Effective Date specified above.\n\n\nConcentric Network Corporation, Inc.     SBC Operations, Inc.\n \nBy:                                      By:\n   ------------------------------------     ------------------------------------\nPrint Name:   Henry Nothhaft             Print Name:   Al Porta\n           ----------------------------             ----------------------------\nTitle:   Chairman, President and CEO     Title:   VP, Technology and Development\n      ---------------------------------        ---------------------------------\nDate:                                    Date:\n     ----------------------------------       ----------------------------------\n\n\n                                         SBC Internet Services\n \n                                         By:\n                                            ------------------------------------\n                                         Print Name:   Steven Hubbard\n                                                    ----------------------------\n                                         Title:    President and CEO\n                                               ---------------------------------\n                                         Date:\n                                              ----------------------------------\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -46-\n\n \n ATTACHMENTS\n------------\n\n     1.   MARKETING SERVICE DESCRIPTION\n\n     2.   TECHNICAL SERVICE DESCRIPTION\n\n     3.   DEPLOYMENT AND DELIVERY\n\n     4.   USE OF SBC TRANSPORT\n\n     5.   CNC'S EXISTING STRATEGIC RELATIONSHIPS\n\n     6.   BILLING\n\n     7.   SYSTEMS\n\n     8.   PRICING\n\n     9.   PERFORMANCE COMMITMENTS AND REPORTS\n\n     10.  SALES CHANNEL CONFLICTS\n\n     11.  FORECASTING\n\n     12.  BRANDING\n\n     13.  CUSTOMER CARE AND TECHNICAL SUPPORT\n\n     14.  SALES TRAINING AND SUPPORT\n\n     15.  NETWORK MANAGEMENT AND MONITORING\n\n     16.  PROVISIONING\n\n     17.  SERVICE LEVEL AGREEMENTS\n\n     18.  WHOLESALE DIAL ACCESS\n\n     19.  EXECUTIVE ORDERS AND ASSOCIATED REGULATIONS\n\n     20.  CONSULTING SERVICES\n\n     21.  ACCEPTANCE TEST PLAN AND PROCEDURES\n\n\n\n\n                            PROPRIETARY INFORMATION\n   The Information contained herein is for the use of SBC Operations, Inc. \n(and its Affiliated Companies) and Concentric Network Corporation only and is \n              not for disclosure without prior written approval.\n \n\n                                      -47-\n\n \n                                Attachment 1A\n                                -------------\n                         Marketing Service Description\n                         -----------------------------\n                          Package and Feature Matrices\n                          ----------------------------\n                                        \nThe following Package\/Feature Matrices for Online Office Packages and EVPN\ndefine the components that are included and those that are optional for each\npackage.\n\nAttachment 1B provides additional technical detail and description of offered\nservices. Attachment 1C provides component hardware configurations for all\nOnline Office and EVPN customer sites.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 5 pages from \nExhibit 1A to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                           Proprietary Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n \n                                Attachment 1B\n                                -------------\n                         Marketing Service Description\n                         -----------------------------\n             Concentric Network's House of IP (HoIP) Services v1.0\n             -----------------------------------------------------\n\n\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 6 pages from \nExhibit B to the Agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                   Page 1\n\n \n                                Attachment 1C\n                                -------------\n                         Marketing Service Description\n                         -----------------------------\n                     Access Configurations for House of IP\n                     -------------------------------------\n                                        \nFollowing are the Access Configurations for the House of IP products.  These\nconfigurations are split into four groups.\n\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 8 pages from \nExhibit 1C to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n\n                                      1\n\n \n                                  Attachment 2\n                                  ------------\n\n                                  House of IP\n                                  -----------\n\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed\nseparately with the Securities Exchange Commission. A total of 179 pages from\nExhibit 2 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n \n                                Attachment 3\n                                ------------\n                                        \n                            Deployment and Delivery\n                            -----------------------\n                                        \n1.1  Broad Deployment Phase 1 Launch Schedule\n\n     CNC will provide Products and Services to SBC as outlined in ATTACHMENT 1,\n     Marketing Service Description, of the Agreement, or another appropriate\n     attachment to the Agreement, according to the following launch schedule\n     such that services are available for customer turn up on the dates listed\n     below:\n\n     [*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 4 pages from \nExhibit 3 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and Concentric \n            Network Corporation without prior written agreement.\n\n                                      1\n\n \n                                ATTACHMENT 4\n                                ------------\n                                        \n                     CNC Use of SBC Transport and Services\n                                        \nI. Dedicated Access\n\n   A.  Where available, (i) SBC services and facilities, and (ii) Affiliate or\n       third party services and facilities designated by SBC from time to time\n       subject to the approval of CNC, such approval not to be unreasonably\n       withheld, will be used exclusively for connections and transport\n       between the Customer and CNC's POP in connection with Products and\n       Services made available pursuant to this Agreement; provided, however,\n       that the foregoing will in no event be construed as giving SBC any\n       right to determine CNC's activities with respect to InterLATA services\n       within the SBC Service Region.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 2 pages from \nExhibit 4 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                      1\n\n \n                                Attachment 5\n\n                     CNC's Existing Strategic Relationships\n                     --------------------------------------\n                                        \n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 3 pages from \nExhibit 5 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n\n \n                                Attachment 6\n                                ------------\n\n                            Customer Billing\/Finance\n                            ------------------------\n\n                                        \n\nProcess Overview\n\nSBC will initiate a request for service from CNC with the submission of a\nservice order, statement of work, and purchase order.  The purchase order will\nbe the source of financial information exchanged with CNC and shall reflect any\nservice requested through the service order and statement of work.  The SBC\npurchase order will contain a flag denoting it as a \"New\", \"Change\",\n\"Disconnect\" or \"Cancel\" order and will include a target date for CNC\nprovisioning.  CNC will use the service order, statement of work, and the\npurchase order to provision services.\n\nUpon completion of provisioning of a customer's service CNC will generate an\ninvoice to SBC.  The invoice will address charges associated with the completed\npurchase order.  The initial completed purchase order will include all services\nand equipment associated with the installation of the customer's service.\nSubsequent invoices will include the recurring charges and will be generated on\na monthly basis.\n\nCNC will bill SBC for recurring charges in advance and usage charges in arrears.\nInvoices will be categorized by SBIS, PBIS, and Nevada Bell and will list\ncharges by purchase order number.  The preferred media for information exchange\nis electronic. All electronic exchanges will be controlled via a mutually agreed\nupon control mechanism.\n\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 3 pages from \nExhibit 6 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                      1\n\n \n                                  Attachment 7\n                                  ------------\n\n                                    Systems\n                                    -------\n                                        \nScope\n\nAttachment 7 \"Systems\" defines the desired working relationship that will exist\nbetween the systems organizations of SBC and CNC.  Members from both\norganizations will meet on a regular basis to determine and coordinate systems\ndevelopment efforts.\n\nThe House of IP Market Launch OSS Planning Scope Document will be developed by\nthe Parties.  This document will describe the scope of the Operations Support\nSystems development work required to support the House of IP product set.  CNC\nwill be an integral member of the development effort.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 4 pages from \nExhibit 7 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                 Page 1 of 1\n\n \n                                  Attachment 8\n                                  ------------\n\n                                    Pricing\n                                    -------\n\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed separately\nwith the Securities Exchange Commission.  A total of 9 pages from Exhibit 8 to\nthe agreement have been omitted.  Confidential treatment has been requested with\nrespect to the omitted portions.\n\n \n                                Attachment 9\n                                ------------\n\n                      Performance Commitments and Reports\n                      -----------------------------------\n\nThe Definitive Agreement describes a variety of areas where the Parties have\nagreed to performance commitments including Warranties in the DA at Part II,\nSection 4 and Service Level Agreements contained in the Marketing Service\nDescription and Attachment 17.  This Attachment 9 provides further definition of\nperformance in addition to Warranties and SLAs, specifically performance\ncommitments and performance objectives.\n\n\n[*]\n\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 6 pages from \nExhibit 9 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                      1\n\n \n                                Attachment 10\n                                -------------\n                                        \n                            Sales Channel Conflicts\n                            -----------------------\n                                        \nSince CNC provides its services to a variety of resellers, wholesalers, and\nthose it categorizes as OEMs, such as SBC and its affiliates, sales conflicts\nwill naturally arise between where multiple providers, all of whom use CNC as\npart of their network solution.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 1 page from \nExhibit 10 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                 Page 1 of 1\n\n \n                                Attachment 11\n                                -------------\n                                        \n                                  Forecasting\n                                  -----------\n                                        \n\nA.  General.  The Parties recognize that CNC requires visibility into data about\nSBC's order flow process to be able to meet capacity requirements as well as\nperformance requirements.  The Parties will use reasonable efforts to design\nprocesses such that CNC receives information in sufficient time to meet SBC\nrequirements.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 2 pages from \nExhibit 11 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n\n \n                                Attachment 12\n                                -------------\n                                        \n                                  Branding\n                                  --------\n                                        \nUse of Trademarks\n-----------------\n\nThe Parties will comply with Part II, Section 9.3 titled Trademarks in the use\nof each other's trademarks.\n\nApproval for Use Process\n------------------------\n\nSuch use of either Party's proprietary marks shall be subject to the approval\nrequirements recited below:\n\nCNC agrees that all artwork or copy to be used by CNC or its licensee(s) on\nmerchandising, advertising, or promotional materials which includes SBC or an\naffiliate's (\"SBC\") name or SBC's logo shall be submitted to SBC or its\ndesignated representative for approval at least ten (10) business days prior to\nthe production or manufacture of such materials, which approval shall not be\nunreasonably withheld.  Should SBC wish to comment upon or disapprove such\nmaterials, SBC shall provide written commentary or notice of disapproval\n(including the basis therefore) with ten (10) business days following SBC's\nreceipt thereof.  If such notice is not received with the ten (10) business day\nperiod, such artwork or copy shall be deemed approved.  Once artwork or copy has\nbeen approved, it may be reused without any need to secure additional approvals\nif the artwork or copy is reused without material alteration.\n\nSBC agrees that all artwork or copy to be used by SBC or its licensee(s) on\nmerchandising, advertising, or promotional materials which includes CNC's name\nor CNC's logo shall be submitted to CNC or its designated representative for\napproval at least ten (10) business days prior to the production or manufacture\nof such materials, which approval shall not be unreasonably withheld.  Should\nCNC wish to comment upon or disapprove such materials, CNC shall provide written\ncommentary or notice of disapproval (including the basis therefor) with ten (10)\nbusiness days following CNC's receipt thereof.  If such notice is not received\nwith the ten (10) business day period, such artwork or copy shall be deemed\napproved.  Once artwork or copy has been approved, it may be reused without any\nneed to secure additional approvals if the artwork or copy is reused without\nmaterial alteration.\n\nThe Parties will work toward creating uniform documentation which details the\ngeneral principles for use of each other's logos and trademark as appropriate.\nNone the less, each new instance of logo or trademark will follow the process\ndetailed above.\n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                     -1-\n\n \nCNC shall exercise best efforts to determine that all licensed third party use\nof SBC's name and proprietary marks shall be consistent with usage(s) approved\nby SBC as provided above.\n\nNeither of the parties shall (i) file any application for any mark or obtain or\nattempt to obtain ownership of any mark or trade name, in any country of the\nworld, which refers to or is suggestive of the names comprising any\ndistinguishing part of the proprietary rights of the other party, or (ii) use\nthe proprietary rights of the other party or any part of it in its trading name\nor in the name of any of its products or services.  Both parties shall ensure\nthat their respective Affiliates will comply with the restrictions set forth.\nShould SBC or CNC, as the case may be, use its own proprietary rights in or on\nmaterials also bearing or incorporating proprietary rights of the other party,\nsuch use shall be such as to avoid the creation or appearance of joint rights or\na joint trademark by suitable spatial separation one from the other and\ndistinctive script and type-face.\n\n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                     -2-\n\n \n                                Attachment 13\n                                -------------\n                       Customer Care \/ Technical Support\n                       ---------------------------------\n                                        \nTHIS ATACHMENT GOVERNS AND REFERS ONLY TO SUPPORT OF INTRALATA PRODUCTS AND\nSERVICES. CNC WILL BE SOLELY RESPONSIBLE FOR SUPPORT OF INTERLATA PRODUCTS AND\nSERVICES, AND ANY CUSTOMER INQUIRIES RECEIVED BY SBC PERTAINING TO THE INTERLATA\nPORTION OF PRODUCTS AND SERVICES WILL BE IMMEDIATELY REFERRED TO CNC.\n\n1.1  Objectives:\n\n     .   Determining customer information needs across all processes and\n         providing that information in the most appropriate delivery method,\n         including product documentation, self-help online resources,\n         email\/fax, and live phone support. All processes will be designed to\n         minimize live support needs.\n\n     .   Providing customer service within performance targets provided herein\n         and in as part of the Definitive Agreement, on a consistent basis\n\n     .   Mutually determining processes and procedures that will reduce\n         customer care cost. These processes and procedures will include but\n         not be limited to motivational metrics that create a desire to reduce\n         cost, and self-help solutions\n\n     .   Continuously reducing handle time and average number of calls per\n         subscriber\n\n     .   Improving service and reducing expenses via technology driven\n         processes and enablers; shift access from voice to self-help media\n\n     .   Retaining account base\n\n1.2  Technical Support Responsibilities\n\nTechnical support encompasses providing all information within the technical\nsupport boundaries required to maintain a customer's service.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 4 pages from \nExhibit 13 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                 Page 1 of 1\n\n \n                                Attachment 14\n                                -------------\n\n                           Sales Training and Support\n                           --------------------------\n                                        \nTraining in General\n-------------------\n\na)  If requested by SBC, CNC shall provide, upon mutually agreed upon fees,\n    terms, and conditions, full and complete training courses taught by\n    qualified and knowledgeable instructors for all of the Products and\n    Services covered by this Agreement, as deemed necessary for the Term of\n    this Agreement. The training shall be available to SBC, at SBC's option,\n    as formal courses conducted at CNC's site and\/or, if available, as\n    computer based training and\/or \"suitcased\" courses at SBC's sites. At the\n    same time, SBC is aware that CNC does not have a training division and\n    that requests for training will take into account the resource\n    availability of each Party.\n\nb)  Prior to providing training, CNC shall issue a training quote to the SBC\n    Project Lead or other similar contact describing the content of the class,\n    location, scheduled dates for the training, required experience level,\n    cost per attendee or total cost of the course, plus an estimate of travel\n    expenses. A CNC representative shall coordinate with the SBC Project Lead\n    to meet the needs of the employees requesting training. Once the quote is\n    accepted, CNC may finalize plans for training. SBC may cancel a scheduled\n    training with 20 days notice at no cost to SBC. In addition SBC may cancel\n    a scheduled training class with 48 hours notice, but shall reimburse CNC\n    for any unavoidable out-of-pocket costs incurred by CNC.\n\nc)  Each Service deployed by CNC and branded for SBC will include necessary\n    training for SBC employees to implement and deploy the Service. At a\n    minimum, CNC will provide two (2) seats at no charge per major release to\n    SBC. Initial training will normally be provided prior to or concurrent\n    with the installation date of the product at each applicable installation\n    site.\n\nd)  At SBC's request, CNC will train SBC's trainers to provide such training\n    to SBC's employees. Compensation, if any, will be determined prior to\n    commencement of the training.\n\ne)  CNC training will consist of the following:\n\n    1.  Sales Training - Designed to communicate basic information about the\n    --  --------------                                                      \n        Product, sales strategies, customer solution selling, etc.\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 1 page from \nExhibit 14 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                 Page 1 of 1\n\n \n    2.  Customer Service Training - Designed to communicate the basic skills and\n    --  -------------------------                                               \n        knowledge of the applicable industry, products, and solution problem\n        solving to support SBC's operation of the Product\n\n    3.  SBC will provide CNC personnel sales training on jointly marketed\n        products and services if applicable.\n\nf)  To the extent that CNC has the right to do so, CNC agrees to provide a\n    master copy of all training materials and documentation with permission\n    for SBCIS to copy for the purposes of providing training to SBC's\n    employees. SBC agrees to duplicate and abide by all copyright and\n    proprietary notices which appear in the original. Unless CNC is\n    contractually restricted from granting such a right, SBC may modify CNC's\n    course materials and documentation for SBC's internal use or may request\n    that CNC modify materials and documentation at an agreed upon price.\n\ng)   If requested by SBC, CNC shall develop and provide at a cost to be\n     mutually agreed by the Parties, the license and courseware interactive\n     video for all the Products and Services covered by this Agreement for\n     delivery to SBC's employees by either SBC or CNC instructors at SBC's\n     discretion.\n\nf)   To the extent requested by SBC in its request for a quotation, CNC shall\n     provide training on weekends or holidays.\n\ng)   Reasonable travel and living expenses for CNC's employees associated with\n     courses provided on SBC's premises shall be reimbursed.\n\n[*]\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 1 page from \nExhibit 14 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                 Page 2 of 1\n\n \n                                Attachment 15\n                                -------------\n\n                       Network Management and Monitoring\n                       ---------------------------------\n                                        \n*  SBC requires the capability for its customer care and operations groups to\n   have tools to proactively monitor the health, availability, and performance\n   of the SBC services rendered by CNC in order to provide the highest level\n   of support for SBC's customers and report on the performance and\n   availability requirements documented in the Definitive Agreement . This\n   section describes the initial Monitoring Service capabilities to be\n   provided to SBC by CNC to monitor the services rendered to SBC by CNC,\n   including systems, network &amp; customer premises equipment &amp; services.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 4 pages from \nExhibit 15 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                      1\n\n \n                               Attachement 16\n                               --------------\n                                        \n                                Provisioning\n                                ------------\n                                        \n\nSBC and CNC agree to cooperate in the following areas:  Customer Service,\nReporting, and Performance Measurement.  This will be accomplished as outlined\nbelow:\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 1 page from \nExhibit 16 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                 Page 1 of 1\n\n \n                                Attachment 17\n                                -------------\n\n                            Service Level Agreements\n                            ------------------------\n                                        \nThe following are Service Level Agreements which CNC has made to SBC for\npurchase of IntraLATA services.\n\nLatency\n\nCNC will guarantee that the average round trip packet transmission time for all\nnetwork traffic will not exceed 80 milliseconds edge-to-edge within the CNC\nNetwork, as measured over a calendar month. For these guarantees, the CNC\nNetwork is defined as the CNC backbone, as bounded by its nationally deployed\nSuperPOPs, as well as the 400+ MCI points of presence (POPs) used by CNC to\nsupplement its local presence, and the backhaul connections between the\nSuperPOPs and the MCI POPs. Excluded from the definition at this time are any\nother provider networks (including, but not restricted to, Frame Relay and DSL\nproviders), as well as any private peering, public peering, and NNI connections.\nIn the event that CNC fails to meet this latency guarantee, CNC will provide a\ncredit of 1% for every millisecond of average packet latency above the target of\n80ms. Any excess latency caused by force majeure, scheduled maintenance, or by\nthe customer or the customer's equipment will be excluded from the calculations.\nThe credit will be calculated by applying the appropriate percentage to the SBC\nwholesale costs for the month's CNC network charges for all eligible\nconnections. Eligible connections for this guarantee are all T1, T3 and Frame\nRelay connections provided to EVPN and Online Office Business Class customers.\nISDN lines are excluded from SLAs at this time.  SBC can receive a maximum\ncredit of 100% of the IntraLATA monthly recurring charges owed by SBC to CNC for\neligible lines when the latency guarantee is not met under this section. Latency\nstatistics will be gathered utilizing tools developed and utilized by CNC's\nNetwork Operations Center. For informational purposes, daily average latency\nstatistics is expected to  be available for SBC review via a Web site by April\n30, 1999, but compliance or non-compliance with the guarantee will be based on\nthe average round-trip latency values over the entire calendar month.\n\nNetwork Availability guarantee of 100% edge-to-edge\n\nCNC will guarantee that the Concentric Backbone Network will be available to\ncustomers 100% of the time during a calendar month. For these guarantees, the\nCNC Network is defined as the CNC backbone, as bounded by its nationally\ndeployed SuperPOPs, as well as the 400+ MCI points of presence (POPs) used by\nCNC to supplement its local presence, and the backhaul connections between the\nSuperPOPs and the MCI POPs. Also included is the NNI circuit(s) between the CNC\nNetwork and the SBC network. Excluded from the definition at this time are any\nother provider networks (including, but not restricted to, Frame Relay and DSL\nproviders), as well as any private peering, public peering, and NNI connections\nto carriers other than SBC. In the event that CNC fails to \n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                      1\n\n \nmeet this guarantee, CNC will provide a credit of 1\/30 of the monthly service\ncharges for every hour, or fraction thereof, of network downtime experienced\nby an end user. The amount of downtime will be calculated by determining the\ntotal number of minutes of premise-to-premise downtime (backbone plus local\nloop) for every eligible connection. Eligible connections for this guarantee\nare all T1, T3 and Frame Relay connections provided to EVPN and Online Office\nBusiness Class customers. The amount of edge-to-edge downtime experienced by\nthe eligible customer will then be calculated by subtracting any downtime due\nto local loop or customer premise router failures, and then subtracting any\nbackbone outages due to force majeure, scheduled maintenance, and any downtime\ncaused by the customer or the customer's equipment, as well as any downtime\ncaused by problems with the SBC-managed router(s) terminating the CNC-SBC\nNNI(s). The result is the amount of downtime experienced by the eligible\ncustomer caused by edge-to-edge network availability failures. The credits\nwill be calculated by applying the guarantee against the SBC wholesale costs\nfor the month's CNC network charges for all eligible connections. SBC can\nreceive a maximum credit of 100% of the monthly wholesale costs to eligible\nlines when the network availability guarantee is not met under this section.\nNetwork availability statistics will be gathered utilizing tools developed and\nutilized by CNC's Network Operations Center, as well as tools such as HP\nOpenview and CNC's trouble ticketing system. For informational purposes, daily\nnetwork availability statistics is expected to be available for SBC review via\na Web site by April 30, 1999, but compliance or non-compliance with the\nguarantee will be based on the availability values calculated at month's end.\n\n24 Hour Call Success Rate\n\nCNC will guarantee that the average call success rate for all dial network\ntraffic will not fall below 95% or the industry average for 24 hour call success\nrate, whichever is higher, as measured monthly by Inverse Technologies, a third\nparty rating service. In the event that CNC fails to meet this guarantee, CNC\nwill provide a credit of 10% for every letter grade (as defined by Inverse)\nbelow target. The credit will be calculated by applying the appropriate\npercentage to the SBC wholesale costs for the month's CNC dial network charges\nfor all eligible connections. Eligible connections for this guarantee are all\nsecure analog dial customers. SBC can receive a maximum credit of 100% of the\nmonthly wholesale costs for eligible dial users when the guarantee is not met\nunder this section. Inverse Technology places thousands of calls into 40+ key\nlocations around the country and reports the results on a monthly basis to CNC.\n\nInitial Modem Connect Speed Guarantee\n\nCNC will guarantee that the average initial modem connect speed for all dial\nnetwork traffic will not fall below 27.5kbps or the industry average, as\nmeasured monthly by Inverse Technologies, a third party rating service. In the\nevent that CNC fails to meet this guarantee, CNC will provide a credit of 10%\nfor every letter grade (as defined by Inverse) below target. The credit will be\ncalculated by applying the appropriate percentage to the SBC wholesale costs for\nthe month's CNC dial network charges for all eligible \n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                      2\n\n \nconnections. Eligible connections for this guarantee are all secure analog\ndial customers. SBC can receive a maximum credit of 100% of the monthly\nwholesale costs for eligible dial users when the guarantee is not met under\nthis section. Inverse Technology places thousands of calls into 40+ key\nlocations around the country and reports the results on a monthly basis to\nCNC. For this metric, Inverse measures using 33.6kbps modems.\n\nPacket Loss\n\nCNC will guarantee that the average round trip packet loss for all network\ntraffic will not exceed 1% edge-to-edge within the CNC Network, as measured over\na calendar month. For these guarantees, the CNC Network is defined as the CNC\nbackbone, as bounded by its nationally deployed SuperPOPs, as well as the 400+\nMCI points of presence (POPs) used by CNC to supplement its local presence, and\nthe backhaul connections between the SuperPOPs and the MCI POPs. Excluded from\nthe definition at this time are any other provider networks (including, but not\nrestricted to, Frame Relay and DSL providers), as well as any private peering,\npublic peering, and NNI connections. In the event that CNC fails to meet this\npacket loss guarantee, CNC will provide a credit of 1% for every tenth of a\npercent of packet loss above the target of 1%. Any excess packet loss caused by\nforce majeure, scheduled maintenance, or by the customer or the customer's\nequipment will be excluded from the calculations. The credit will be calculated\nby applying the appropriate percentage to the SBC wholesale costs for the\nmonth's CNC network charges for all eligible connections. Eligible connections\nfor this guarantee are all T1, T3 and Frame Relay connections provided to EVPN\nand Online Office Business Class customers with. SBC can receive a maximum\ncredit of 100% of the IntraLATA monthly recurring charges owed by SBC to CNC for\neligible lines when the latency guarantee is not met under this section. Packet\nloss statistics will be gathered utilizing tools developed and utilized by CNC's\nNetwork Operations Center. For informational purposes, daily average packet loss\nstatistics is expected to be available for SBC review via a Web site by April\n30, 1999, but compliance or non-compliance with the guarantee will be based on\nthe average round-trip packet loss values over the entire calendar month.\n\nSLAs Across Network Boundaries\n------------------------------\n\nFor SLAs across network boundaries, the Parties agree to put processes in place\nto provide SLAs across network boundaries prior to product launch under\nAttachment 3, Deployment and Delivery.   In addition, CNC commits to extending\nthe SLAs contained in this Attachment 17 available on DSL no later than 90 days\nfollowing execution of this Agreement.  During the initial 90 day period, CNC\nwill provide latency, network availability and packet SLAs as defined above for\nDSL; however, the measurement of these SLAs will not extend to CNC equipment\nunique to DSL.\n\nCredit Procedures\n-----------------\n\nUntil an electronic procedure is established, CNC will provide a manually\nproduced spreadsheet which details the SLA failures and Customers which qualify\nfor a credit. This spreadsheet will be delivered 5 days after the end of the\nmonth each month.   Each SBC \n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                      3\n\n \ncustomer will be listed by eligible site and customer name separately on the\nspreadsheet. In addition, the CNC spreadsheet will indicate where some but not\nall customer site are eligible for a credit. At the same time, CNC will either\ndeliver a check equal to the credit due to SBC for the SLAs or a Product\ncredit at SBC's option.\n\nLastly, CNC's metrics and data used to determine credits for SLAs will be made\navailable for SBC's reasonable inspection to confirm the accuracy of the SLA\ncalculations provided by CNC.\n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n\n                                      4\n\n \n                                Attachment 18\n                                -------------\n                                        \n                         Wholesale Dial Access Services\n                         ------------------------------\n                                        \nIn the near future, subject to legal and regulatory requirements, SBC or its\nAffiliates will be offering a wholesale dial access\/modem pooling service which\nwill allow CNC to aggregate its dial access traffic on a LATA by LATA basis\n(\"Dial Access [*]\n\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 2 pages from \nExhibit 18 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                      1\n\n \n                                Attachment 19\n                                -------------\n\n                  Executive Orders and Associated Regulations\n                  -------------------------------------------\n                                        \nWork under this contract may be subject to the provisions of certain Executive\nOrders, federal laws, state laws, and associated regulations governing\nperformance of this contract including, but not limited to: Executive Order\n11246, Executive Order 11625, Executive Order 11701, and Executive Order 12138,\nSection 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era\nVeteran's Readjustment Assistance Act of 1974.  To the extent that such\nExecutive Orders, federal laws, state laws, and associated regulations apply to\nthe work under this contract, and only to that extent, Contractor agrees to\ncomply with the provisions of all such Executive Orders, federal laws, state\nlaws, and associated regulations, as now in force or as may be amended in the\nfuture, including, but not limited to the following:\n\n1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT CONTRACTORS\n\n   In accordance with 41 C.F.R.(S)60-1.4(a), the parties incorporate herein by\nthis reference the regulations and contract clauses required by that section,\nincluding but not limited to, Contractor's agreement that it will not\ndiscriminate against any employee or applicant for employment because of race,\ncolor, religion, sex, or national origin.  The Contractor will take affirmative\naction to ensure that applicants are employed, and that employees are treated\nduring employment, without regard to their race, color, religion, sex, or\nnational origin.\n\n2. AGREEMENT OF NON SEGREGATED FACILITIES\n\n   In accordance with 41 C.F.R.(S)60-1.8, Contractor agrees that it does not\nand will not maintain or provide for its employees any facilities segregated\non the basis of race, color, religion, sex, or national origin at any of its\nestablishments, and that it does not and will not permit its employees to\nperform their services at any location, under its control, where such\nsegregated facilities are maintained. The term \"facilities\" as used herein\nmeans waiting rooms, work areas, restaurants and other eating areas, time\nclocks, rest rooms, wash rooms, locker rooms and other storage or dressing\nareas, parking lots, drinking fountains, recreation or entertainment areas,\ntransportation, and housing facilities provided for employees; provided, that\nseparate or single-user restroom and necessary dressing or sleeping areas\nshall be provided to assure privacy between the sexes.\n\n3.  AGREEMENT OF AFFIRMATIVE ACTION PROGRAM\n\n    Contractor agrees that it has developed and is maintaining an Affirmative\nAction Plan as required by 41 C.F.R.(S)60-1.4(b).\n\n4.  AGREEMENT OF FILING\n\n    Contractor agrees that it will file, per current instructions, complete and\naccurate reports on Standard Form 100 (EE0-1), or such other forms as may be\nrequired under 41 C.F.R.(S)60-1.7(a).\n\n5.  AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS\n    OF THE VIETNAM ERA.\n\n    In accordance with  41 C.F.R.(S)60-250.20, and 41 C.F.R.(S)60-741.20, the\nparties incorporate herein by this reference the regulations and contract\nclauses required by those provisions to be made a part of government contracts\nand subcontracts.\n\n6.  UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS\n    CONCERNS\n\n    As prescribed in 48 C.F.R., Ch. 1, 19.708(a):\n\n    (a) It is the policy of the United states that small business concerns,\nsmall business concerns owned and controlled by socially and economically\ndisadvantaged individuals and small business concerns owned and controlled by\nwomen shall have the maximum practicable opportunity to participate in\nperforming contracts let by any Federal agency, including contracts and sub-\ncontracts for systems, assemblies, components, and related services for major\nsystems. It is further the policy of the United States that its prime\ncontractors establish procedures to ensure the timely payment amounts due\npursuant to the terms of the subcontracts with small business concerns, small\nbusiness concerns owned and controlled by socially and economically\ndisadvantaged individuals and small business concerns owned and controlled by\nwomen.\n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n\n                                     1 \n\n \n  (b)  The Contractor hereby agrees to carry out this policy in the awarding of\nsubcontracts to the fullest extent consistent with efficient contract\nperformance.  The Contractor further agrees to cooperate in any studies or\nsurveys as may be conducted by the United States Small Business Administration\nor the awarding agency of the United States as may be necessary to determine the\nextent of the Contractor's compliance with this clause.\n\n  (c)  As used in this contract, the term small business concern shall mean a\nsmall business as defined pursuant to section 3 of the Small Business Act and\nrelevant regulations promulgated pursuant thereto.  The term small business\nconcern owned and controlled by socially and economically disadvantaged\nindividuals shall mean a small business concern which is at least 51 percent\nunconditionally owned by one or more socially and economically disadvantaged\nindividuals; or, in the case of any publicly owned business, at least 51 per\ncentum of the stock of which is unconditionally owned by one or more socially\nand economically disadvantaged individuals; and (2) whose management and daily\nbusiness operations are controlled by one or more such individuals.  This term\nalso means small business concern that is at least 51 percent unconditionally\nowned by an economically disadvantaged Indian tribe or Native Hawaiian\nOrganization, or a publicly owned business having at least 51 percent of its\nstock unconditionally owned by one of these entities which has its management\nand daily business controlled by members of an economically disadvantaged Indian\ntribe or Native Hawaiian Organization, and which meets the requirements of 13\nCRF part 124.  The Contractor shall presume that socially and economically\ndisadvantaged individual include Black Americans, Hispanic Americans, Native\nAmericans, Asian-Pacific Americans, Subcontinent Asian Americans, and other\nminorities, or any other individual found to be disadvantaged by the\nAdministration pursuant to section 8(a) of the Small business Act.  The\nContractor shall presume that socially and economically disadvantaged entities\nalso include Indian Tribes and Native Hawaiian Organizations.\n\n  (d)  The term \"small business concern owned and controlled by women\" shall\nmean a small business concern (i) which is at least 51 percent owned by one or\nmore women, or, in the case of any publicly owned business, at least 51 percent\nof the stock of which is owned by one or more women, and (ii) whose management\nand daily business operations are controlled by one or more women; and\n\n  (e)  Contractors acting in good faith may rely on written representations by\ntheir sub-contractors regarding their status as a small business concern, a\nsmall business concern owned and controlled by socially and economically\ndisadvantage individuals or a small business concern owned and controlled by\nwomen.\n\n7.   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING\nPLAN.   The sub-contractor will adopt a plan similar to the plan required by 48\nCFR Ch. 1 at 52.219-9.\n\n\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                      2\n\n \n                                 Attachment 20\n                                 -------------\n                                        \n                              CONSULTING SERVICES\n                              -------------------\n                                        \nIn addition to the applicable terms of the Definitive Agreement to which this\nExhibit is attached, the terms of this Exhibit H will govern the terms of the\nprovision of Consulting Services, as described in an executed Statement of Work,\nto SBC by CNC.  All capitalized terms used and not otherwise defined herein will\nhave the meanings ascribed thereto in the Definitive Agreement.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed\nseparately with the Securities Exchange Commission. A total of 9 pages from\nExhibit 20 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                            Confidential Information\n    Not for disclosure outside of SBC Operations Inc. and its Affiliates or\n        Concentric Network Corporation without prior written agreement.\n\n                                      1\n\n \n                                Attachment 21\n                                -------------\n\n                      Acceptance Test Plan and Procedures\n                      -----------------------------------\n                                        \n                                        \nThe Parties have agreed to the test plan included in this attachment for the\ninitial Product acceptance for the May 7, 1999 launch in the initial cities\nwhich include Austin, in Texas and San Francisco, Oakland, San Jose, Los\nAngeles, and Orange County in California.\n\n[*]\n\n\n\n[*] Certain information from this Exhibit has been omitted and filed \nseparately with the Securities Exchange Commission. A total of 2 pages from \nExhibit 21 to the agreement have been omitted. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                          Confidential Information\n  Not for disclosure outside of SBC Operations Inc. and its Affiliates or \n       Concentric Network Corporation without prior written agreement.\n \n                                      1\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174,8763],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9617],"class_list":["post-42215","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_companies-sbc-communications-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42215","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42215"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42215"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42215"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42215"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}